Common use of Payment of Taxes, Assessments, etc Clause in Contracts

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants and agrees to pay during the term of this Lease Agreement, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof; provided, however, that if by law any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants shall pay (except as hereinafter provided in SECTIONS 3.02 and agrees to pay during the term of this Lease Agreement, as Additional Rent3.04 hereof), before any fine, penalty, interest or cost may be added thereto thereto, or become due or be imposed by operation of law for the nonpayment thereof, all real estate taxes, special assessments, water and sewer rents, rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacitytransit taxes, charges for public utilities, street lightingexcises, excise levies, licenses, permits, inspection fees, license and permit fees and other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, unforeseen and foreseen, of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), whatsoever which at any time prior to or during the term may have been or Lease Term may be assessed, levied, confirmed, imposed upon, or become due and payable in respect of, or become a lien on on, (i) the Demised Premises or any part thereof or any appurtenances thereto, (all as equitably prorated to reflect payment only for those portions thereof allocable to ii) the term rent, income or other payments received by Tenant or anyone claiming by, through or under Tenant, (iii) any use or occupation of the Lease), or any portion thereof, or any appurtenance thereto, rents or income therefrom, and Premises; (iv) such easements or rights franchises as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special ; and (or similarv) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, transaction or any portion thereofdocument to which Tenant is a party, creating or transferring an interest or estate in the Premises; (collectively hereinafter the "Impositions," and any of the same hereinafter an "Imposition"); provided, however, that if (a) if, by law law, any special assessment is payable (without default) or, Imposition may at the option of the owner, may taxpayer be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessmentImposition), Tenant may exercise that option and shall pay the same, together such installments as they become due with any interest accrued on thereon during the unpaid balance of such special assessment in installments as the same respectively become payable and Lease Term before any fine, penalty, further interest or cost may be added thereto for the nonpayment thereto. The amount of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are becomes due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date expiration of the term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of Landlord's sole obligation; and (b) any Imposition, penalty, fine and interest thereon received by Landlord other than Impositions which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full converted into installment payments by Tenant. Landlord shall not be required to join in any proceedings , as referred to in Paragraph (a) of this Paragraph 4.2 unless the provisions of any lawSECTION 3.01, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same relating to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts fiscal period of the appropriate taxing authority, less than all of which period is included within the Lease Term, whether or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.not such -4-

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants and agrees to pay during the term of this Lease Agreement, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, personal property taxes, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Should the Demised Premises not be separately assessed, Landlord shall reasonably apportion the real estate taxes to equitable assess the Demised Premises from the tax parcel. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof; provided, however, that if by law any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.Lease

Payment of Taxes, Assessments, etc. 4.1 Tenant SECTION 3.01: Lessee covenants and agrees to pay during (subject to Section 1.02), and to pay prior to the term of this Lease Agreement, as Additional Rent, before time when any fine, penalty, interest or cost may be added thereto for the nonpayment non-payment or late payment thereof, all ad valorem real estate taxes, special taxes and tangible personal property taxes (including but not limited to 1980 taxes in full); all assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, and all other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, unforeseen as well as foreseen, of whatsoever any kind and nature whatsoever which are or may become against the Property (including costs, fees, and expenses or the sidewalks or streets in front of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of adjoining the Demised Premises, without particularizing by ) or any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen part thereof (all of which taxes, assessments, water and sewer rates or charges, and other governmental charges are in this Lease sometimes herein referred to as "Impositionsimpositions"), which at any time during the term may have been or may be are assessed, levied, confirmed, imposed uponimposed, become a lien, or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, payable during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereofTerm; provided, provided however, that if if, by law law, any special assessment is payable (without default) or, such imposition may at the option of the owner, may payer be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessmentimposition), Tenant Lessee may exercise the option to pay the same, together with same (and any interest accrued which accrues prior to the expiration of the Lease Term on the unpaid balance of such special assessment imposition) in installments and, if said option be thus exercised, Lessee shall pay only such installments thereof as may become due during the Lease Term as the same respectively become payable due and before shall make such installment payments prior to the time any fine, penalty, interest or cost may be added thereto for the nonpayment non-payment or late payment of any such installment and interest; and provided further, that any imposition relating to a fiscal period of the interest thereon. Tenant taxing authority, a part of which period is included within the Lease Term and a part of which is included in a period of time after the termination of this Lease, other than a termination of this Lease pursuant to Article 15 hereof, shall pay all special assessments whether or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, not such imposition shall be assessed, levied levied, confirmed, imposed or imposed become a lien upon the Demised Premises, or any portion thereofshall become payable, which are due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date Term, be adjusted between Lessor and Lessee as of the term expiration of this the Lease Agreement. Tenant shall pay all real estate taxesTerm, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord so that Lessor shall pay that portion of such imposition which that part of such fiscal period included in the real estate taxes period of time after the Lease Term bears to such fiscal period, and installments Lessee shall pay the remainder thereof. Any fine, charge, cost, penalty, interest, fee or expense arising out of special assessments due and payable Lessee's non-payment or late payment shall be borne by Lessee. SECTION 3.02: Nothing in respect this Lease contained shall require Lessee to pay any income tax, excess profits tax, or revenue tax of Lessor, nor any stamp or transfer tax of Lessor's (except on this Lease itself). No tax, assessment, charge or levy of the Demised Premises during the year the Term ends which the number of days character hereinabove in said year not this Section 3.02 described be deemed to be included within the term "imposition" as defined in Section 3.01 of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said yearsArticle. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants and agrees to 1. Lessee shall pay during the term of this Lease Agreement, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges of any kind or burdens of whatsoever kind and nature (including costscollectively, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject"Taxes") incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall may be laid, assessed, levied or imposed by any governmental authority upon or become payable with respect to the Demised Premises. It is intended that the Taxes to be paid by Lessee hereunder shall include any taxes assessed against the Lessor to the extent that they are measured by the value of the Demised Premises or become the value of the interest of the Lessor in the Ground Lease. Lessor shall send Lessee a lien upon copy of any xxxx for Taxes and any other information accompanying such xxxx received by Lessor within ten (10) business days after Lessor receives such xxxx. All other taxes and charges with respect to the conduct of the Lessee's business therein or any use or occupancy of the Demised Premises, or with respect to or arising from the lease of property pursuant to the Ground Lease, without regard to the person, firm, corporation or partnership against which any portion thereof; providedsuch taxes may be assessed shall be paid in full by the Lessee. 2. Lessee shall timely pay all other charges, however, that if by law any special assessment is payable (without default) or, at the option fees or assessments of the owner, may Port Authority (including Ground Rent and the Port Security charges) in respect of the Demised Premises or the use thereof by the Lessee. 3. Lessee shall have the right to contest in good faith the amount or validity of any Taxes or assessments required of it to be paid (without default) hereunder and the validity of any legislative or administrative action or rule requiring the payment thereof. If such payment may legally be held in installments (whether or not interest shall accrue on abeyance, Lessee may postpone payment thereof until the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment final determination of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon)proceedings, whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything anything herein to the contrary notwithstanding. 4. Nothing contained in this Lease shall require a party hereto to pay any estate, Landlord shall pay that portion inheritance, succession, or transfer tax of the real estate other party hereto, nor to pay any taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition kind whatsoever which are based upon or measured by appropriate proceedings diligently conducted in good faith, but only after payment income of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permissionparty hereto. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.

Payment of Taxes, Assessments, etc. 4.1 Section 6.1 Tenant covenants and agrees to pay during the term of this Lease Agreement, as Additional Rentpay, before any fine, penalty, interest or cost may be added thereto for the nonpayment non-payment thereof, all real estate taxes, special assessments, water rates and chargessewer rents, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, all other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, unforeseen as well as foreseen, of whatsoever any kind and nature (whatsoever, including costs, fees, and expenses of complying with any restrictive covenants but not limited to assessments for public improvements or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen benefits (all of which taxes, assessments, water rates and sewer rents and other governmental charges are sometimes herein hereinafter referred to as "Impositionsimpositions"), which at any time during the term may have been or may be that are assessed, levied, confirmed, imposed uponand/or imposed, or and/or that become a lien on upon or become payable in respect of the Demised Premises (or any part thereof, including without limitation all as equitably prorated to reflect payment only for those portions thereof allocable to the term lawful charges made by any public or quasi-public authority by reason of the Lease)any use by Tenant, or any portion thereof, or one occupying any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use part of the Demised Premises. Tenant shall pay all special (, or similar) assessments for public improvements or benefits whichany undertenant, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof; provided, however, that if Lease. If by law any special assessment such imposition is payable (without default) orpayable, or may at the option of the ownertaxpayer be paid, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment)installments, then Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment same in installments as the same respectively become payable due and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. non-payment thereof; provided, however, that, if Landlord so requests, Tenant shall pay to Landlord the full amount of each of such impositions in twelve (12) equal monthly installments in advance; said payments to be made, upon direction from Landlord, on the same dates that the annual net rent reserved hereunder is due and payable and to be predicated upon the last issued tax bill, so that, upon the expiration xx each one (1) year period, Landlord shall have in its possession funds sufficient to pay all special assessments such impositions. Landlord agrees that it shall exercise its right to require Tenant to pay such impositions in monthly installments only in the event that and for so long as the first mortgagee of the Demised Premises shall require Landlord to pay the same to it in monthly installments. Any interest payable thereon by such first mortgagee shall belong to Tenant. Section 6.2 Any imposition relating to a fiscal period of the taxing authority, a part of which period is included within the term of this Lease and a part of which is included in a period of time prior to the Commencement Date or installments thereof (including interest accrued thereon)after the expiration of this Lease, whether heretofore or hereafter laid, not such imposition shall be assessed, levied levied, confirmed, imposed or imposed become a lien upon the Demised Premises, or shall become payable during the term of this Lease, shall be adjusted and prorated as between Landlord and Tenant, so that Landlord shall pay that portion of such imposition for that part of such fiscal period included in the period of time prior to the Commencement Date and after the expiration of this Lease and Tenant shall pay that portion of such imposition for that portion of such fiscal period included within the term of this Lease. It being understood, however, that, with respect to any portion thereofimposition for public improvements or benefits which by law is payable, which are or at the option of the taxpayer may be paid, in installments, Landlord shall pay the installments thereof that become due and payable prior to the Commencement Date and subsequent to the expiration of this Lease, and Tenant shall pay those installments that become due and payable during the term of this Lease, all without any apportionment of such imposition. Section 6.3 Except as specifically provided in Section 5.3 of Article 5 of this Lease, nothing in this Lease Agreementcontained shall require Tenant to pay any income, franchise, corporation, revenue, excise, gift, rent, estate, inheritance, succession, capital levy or transfer tax of the Landlord. Section 6.4 Tenant covenants to furnish to the Landlord original receipts of the appropriate taxing authority, or photostatic copies or duplicate originals, or other appropriate written evidence thereof, evidencing payment, before any fine, penalty, interest, or cost may be added thereto for the non-payment thereof, of all impositions herein provided to be borne or paid by Tenant. Tenant agrees to furnish said receipts to Landlord within thirty (30) days after the payment of said impositions and also to furnish copies thereof once each year either to Landlord or to such persons as Landlord may designate, including, without limitation, any fee mortgagee. Section 6.5 Tenant may pay any such imposition under protest, and, at its own cost and expense, may take such action as it may elect to procure a refund of all or any part of such imposition so paid, and such action may be taken, filed, instituted and prosecuted in the name of Tenant and/or Landlord, or both, but at Tenant's own expense and free of all costs and expense to Landlord. In the event that Tenant, as a result of any such action, shall recover any sums in the name of Landlord, such sums shall belong to Tenant. Section 6.6 Tenant shall not be required to pay, discharge or remove any such imposition or the lien upon the Demised Premises resultant therefrom so long as it shall proceed to contest the validity or amount thereof by appropriate legal proceedings, provided that (a) Tenant, before such imposition shall become delinquent, (i) shall give notice to Landlord of the intention of Tenant to contest the same, such notice to specify the amount to be contested, and, (b) such contest and the legal proceedings thereon shall operate to prevent the happening of all of the following: (i) the collection of the imposition so contested; (ii) the sale or forfeiture of the Demised Premises or any part thereof to satisfy the imposition so contested; (iii) the appointment of a receiver because of the non-payment of the imposition so contested; (iv) any default for non-payment of such imposition under any mortgage on the Demised Premises. While such legal proceedings are pending and Tenant is not in default with respect to any of the deposits provided for in this Section 6, Landlord shall pay all installments of special assessments (including interest accrued not have the right to pay, remove or discharge the imposition so contested. Tenant, in making the deposits in this Section 6 provided for, shall be entitled to credit for any sums on deposit with the unpaid balance) which are payable after the termination date applicable authorities on account of the term imposition so contested, provided that such sums have been deposited under conditions that will insure that such sums will be applied toward the payment of this Lease Agreementsuch imposition. If the amount at any time on deposit as above, on account of any imposition so contested, shall be less than 125% of such unpaid imposition, together with the penalties, interest and other charges accrued thereon, Tenant, upon demand of Landlord, shall deposit additional cash in the amount of such deficiency. Tenant shall pay all real estate taxeshave the right to cause the funds so deposited, whether heretofore or hereafter levied any part thereof, to be deposited with or assessed upon paid to the applicable authorities on account of any such imposition or to be deposited as security for any bond required in order to enable Tenant legally to prosecute such contest. If Tenant, after making such deposit, shall fail to continue to contest the unpaid portion of such imposition by appropriate legal proceedings and, as a result of such failure, Tenant thereby makes possible (a) the collection thereof, or (b) the sale or forfeiture of the Demised Premises, or any portion part thereof, which are due and payable during to satisfy the term same, or (c) the appointment of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion a receiver because of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365non-payment thereof, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 Tenant shall have the right at its own expense to contest the amount or validity(d) a default, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after for non-payment of such Impositionimposition, unless such paymentunder any mortgage on the Demised Premises, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereofthen, in which eventany of such events, notwithstanding Landlord may cause such deposit to be applied to the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither imposition, together with accrued penalties, interest and other charges, in such manner and at such time as Landlord shall determine. If the Demised Premises nor any portion thereof wouldsums deposited pursuant to this Section 6 shall be insufficient to pay the full amount of the imposition, by reason of such postponement or defermenttogether with penalties, be in danger of being forfeited or lost. Upon interest and other charges, Landlord may pay the termination of any such proceedingsdeficiency, Tenant shall pay and the amount of such Imposition or part thereofpayment, if anywith interest thereon at the rate of 12% per annum, as shall be and constitute additional rent hereunder due from Tenant to Landlord at the next rental payment day following such payment. Upon the payment in full of the amount finally determined to be due and payable, including interest, penalties and other charges, with respect to any imposition contested as provided in this Section 6, any balance of the funds deposited under this Section 6 as a condition to the right to prosecute such proceedings, the contest and not utilized in effecting such payment of which may have been deferred during the prosecution of such proceedings, (together with any costs, fees, including attorney's fees, accrued interest, penalties, fines, and other liability in connection therewith. ) shall be paid to Tenant. Section 6.7 Tenant shall be entitled to the any refund of any Impositionsuch imposition and all penalties, penalty, fine interest and interest other charges thereon received by Landlord which have been paid by Tenant or which shall have been paid by Landlord but and for which the Landlord has been previously reimbursed fully reimbursed, but no interest, penalty or other charge shall be payable by Landlord to Tenant for or in full by Tenant. respect to any such amount, unless Landlord shall not be required have received the same from the authority in question. Section 6.8 A certificate, advice or bill of the appropriate official desxxxxted by law to join in any proceedings referred make or issue the same or to in this Paragraph 4.2 unless the provisions receive payment of any lawsuch imposition, rule or regulation reciting the non-payment of any such imposition, shall be prima facie evidence that such imposition was due and unpaid at the time of the making or issuance of such certificate, advice or bill. Section 6.9 Tenant may, xx it shall so desire, endeavor at any time or times to obtain a lowering of the assessed valuation on the Demised Premises for any tax year during the term of this Lease for the purpose of reducing taxes thereon, and, in effect shall require that such proceedings be brought by or in event, Landlord will, at the name request of the Tenant and without expense to the Landlord, cooperate with Tenant in which event Landlord shall join in effecting such proceedings or permit the same to be brought in Landlord's name and a reduction. Tenant shall reimburse Landlord for be authorized to collect any costs or expenses Landlord may incur tax refund relating to any period during the Lease term payable as a result of any proceeding which Tenant may institute for that purpose and any such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon tax refund shall be the request of Landlord, receipts property of the appropriate taxing authorityTenant to the extent to which it may be based on a payment made by Tenant, or other appropriate proof satisfactory subject, however, to Landlordan apportionment between the Landlord and the Tenant with respect to taxes paid in the year in which the term of this Lease ends, evidencing after reducing from such refund the payment of any Impositioncost and expenses, including attorneys' fees, incurred in connection with obtaining such refund.

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants Commencing as of the Commencement Date, and agrees to pay during the term of this Lease AgreementTerm, Tenant shall pay (except as Additional Renthereinafter provided in Sections 3.02 and 3.04 hereof), before any fine, penalty, interest or cost may be added thereto thereto, or become due or be imposed by operation of law for the nonpayment thereof, all real estate taxes, special assessments, water and sewer rents, rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacitytransit taxes, charges for public utilities, street lightingexcises, excise levies, licenses, permits, inspection fees, license and permit fees and other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, unforeseen and foreseen, of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), whatsoever which at any time prior to or during the term may have been or Lease Term may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease)due and payable in respect of, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon on: (i) the Demised Premises, Property or any portion thereofpart thereof or any appurtenances thereto; and (ii) any use or occupation of the Property (collectively hereinafter the “Impositions,” and any of the same hereinafter an “Imposition”); provided, however, that if that: (a) if, by law law, any special assessment is payable (without default) or, Imposition may at the option of the owner, may taxpayer be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessmentImposition), Tenant may exercise that option and shall pay the same, together such installments as they become due with any interest accrued on thereon during the unpaid balance of such special assessment in installments as the same respectively become payable and Lease Term before any fine, penalty, further interest or cost may be added thereto for thereto. Provided the nonpayment Property has not been transferred from Landlord to Tenant pursuant to Section 1.03 above, the amount of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are becomes due and payable during after the term expiration of the Lease Term shall be Landlord’s sole obligation; and (b) any Imposition, other than Impositions which have been converted into installment payments by Tenant, as referred to in Paragraph (a) of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date Section 3.01, relating to a fiscal period of the term taxing authority, less than all of this which period is included within the Lease Agreement. Tenant shall pay all real estate taxesTerm, whether heretofore or hereafter levied not such Imposition shall be assessed, levied, confirmed, imposed upon or assessed become a lien upon the Demised Premises, Property or any portion thereof, which are due and shall become payable during the term Lease Term, shall be adjusted between Landlord and Tenant as of this the expiration of the Lease AgreementTerm if the Property has not been transferred from Landlord to Tenant pursuant to Section 1.03 above. Anything herein Provided the Property has not been transferred from Landlord to the contrary notwithstandingTenant pursuant to Section 1.03 above, Landlord Tenant shall pay that portion of such Imposition which relates to a portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365Term, and Tenant Landlord shall pay the balance of said real estate taxes and installments of special assessments during said yearsremainder thereof. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.

Payment of Taxes, Assessments, etc. 4.1 Tenant 4.01. Except as hereinafter provided in Section 4.02 of this Article 4, Lessee covenants and agrees to pay pay, not later than five (5) days before the first day on which any interest or penalty will accrue or be assessed for the non-payment thereof, all of the following items applicable to or affecting the Property or any part thereof accruing or payable from and after the Commencement Date and during the term of this Lease Agreement, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, applicable thereto: (i) all real estate taxes and assessments (including, without limitation, assessments for special business improvement or assessment districts and impact fees), (ii) personal property taxes, special assessments(iii) occupancy and rent taxes, (iv) water and sewer rents, rates and charges, sewer rates and vault taxes, (v) county real estate taxes and charges, including any sum or sums payable for present or future sewer or water capacity, (vi) charges for public utilities, street lighting(vii) license and permit fees, excise (viii) any taxes, assessments or governmental levies, licensesgeneral and special, permitsordinary and extraordinary, inspection feesforeseen and unforeseen, other governmental charges, and all other charges or burdens of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), whatsoever which at any time prior to or during or applicable to the term may have been of this Lease or any part thereof (but only to the extent the same are attributable to a period prior to or falling within the Term) may be assessed, levied, confirmed, imposed upon, or grow or accrue or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease)due and payable out of, or any portion thereofcharged with respect to, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon on, the Demised PremisesProperty or any part thereof, or the sidewalks or streets in front of or adjoining the Property, or any portion vault, passageway or space in, over or under such sidewalk or street, or any other appurtenances to the Property, or any personal property, equipment or other facility used in the operation thereof, or the rent or income received therefrom, or any use or occupation of the Property, or the Net Rent and Additional Rent payable hereunder, or any document to which Lessee is a party creating or transferring an interest or estate in the Property, and (ix) any fines or penalties or similar governmental charges applicable with respect to any of the foregoing, together with interest and costs thereon (all such items aforesaid being hereinafter collectively referred to as "Impositions", and any of the same being hereinafter individually referred to as an "Imposition"); provided, however, that if that (a) if, by law law, any special Imposition which is an assessment is payable (without default) or, not related to general real estate taxes may at the option of the owner, may taxpayer be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessmentImposition), Tenant Lessee may exercise the option to pay the same, together with same (and any accrued interest accrued on the unpaid balance of such special assessment Imposition) in installments and, in such event, shall pay such installments plus interest as may become due during the same respectively become payable and term of this Lease, provided that all such payments shall be made before any fine, penalty, further interest or cost other charge for non-payment of any installment may be added thereto and provided further that all such installments for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments Imposition imposed or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable becoming a lien during the term of this Lease Agreement. Landlord shall be paid in full on or before the Expiration Date subject to apportionment as provided in paragraph (b) below. (b) any Imposition (including, without limitation, those Impositions which have been converted into installment payments by Lessee as referred to in subsection (a) of this Section 4.01), relating to a fiscal period of the taxing authority, a part of which period is included within the term of this Lease and a part of which is included in a period of time before the commencement or after the expiration of the term of this Lease, shall (whether or not such Imposition shall be assessed, levied, confirmed, imposed upon or in respect of or become a lien upon the Property, or shall become payable, during the term of this Lease) be adjusted between Lessor and Lessee as of the commencement and expiration of the term of this Lease, as the case may be, so that Lessor shall pay all installments that portion of special assessments (including interest accrued on such Imposition which that part of such fiscal period included in the unpaid balance) which are payable period of time after the termination date expiration and prior to the commencement of the term of this Lease Agreement. Tenant bears to such fiscal period, and Lessee shall pay all real estate taxesthe remainder thereof. Lessee shall exhibit to Lessor paid receipts, whether heretofore or hereafter levied or assessed upon the Demised Premisesif available, or other evidence of payment satisfactory to Lessor for all of the above items in this Section 4.01 within ten (10) days after request by Lessor. 4.02. Nothing herein contained shall require Lessee to pay municipal, state or federal income, excess profits, capital levy, estate, succession, inheritance, transfer or gift taxes of Lessor, any portion thereofcorporate franchise tax imposed upon Lessor or any tax imposed because of the nature of the business entity of Lessor; provided, which are due and payable however, that if at any time during the term of this Lease Agreement. Anything herein Lease, the method of taxation prevailing at the Commencement Date shall be altered so that any new tax, assessment, levy (including, but not limited to, any municipal, state or federal levy), imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Property and shall be imposed upon Lessor, then all such new taxes, assessments, levies, impositions or charges, or the part thereof, shall be deemed to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not be included within the term "Impositions" to the extent that such Impositions would be payable if the Property were the only property of this Lease Agreement bears Lessor subject to 365such Impositions, and Tenant Lessee shall pay and discharge the balance same as herein provided in respect of said real estate taxes and installments the payment of special assessments during said yearsImpositions. 4.2 Tenant 4.03. If permitted by applicable law, and provided no Event of Default (hereinafter defined) is then in existence, Lessee shall have the right right, at its own expense expense, to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such ImpositionImposition if such payment is required in order to prosecute the contest (which payment may be made under protest, at Lessee's option), unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereofSection 4.01 or 4.03 of this Article 4, Tenant Lessee may postpone or defer payment of such Imposition Imposition, if and only if: (a) neither the Demised Premises Property (nor any portion other premises owed by Lessor) nor any part thereof wouldwould by reason of such postponement or deferment be, in the judgment of Lessor (exercised in good faith), in danger of being forfeited or lost; and (b) no criminal liability could be, in the judgment of Lessor (exercised in good faith), imposed on Lessor by reason of such postponement or deferment, be and (ii) if required in danger of being forfeited or lostconnection with such contest, Lessee shall have deposited with the assessing body the amount so contested and unpaid, together with all interest and penalties. Upon the termination of any such proceedings, Tenant Lessee shall pay the amount of such Imposition or part thereof, if any, thereof as finally determined as due in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and penalties or other liability liabilities in connection therewith. Tenant Lessee may, if it shall be entitled so desire, endeavor at any time or times to obtain a lowering of the refund assessed valuation upon the Property, or any part thereof, for the purpose of any Impositionreducing taxes thereon, penaltyand in such event, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed Lessor will cooperate in full by Tenanteffecting such reduction. 4.04. Landlord Lessor shall not be required to join in any proceedings referred to in Section 4.04 of this Paragraph 4.2 Article 4 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or and/or in the name of LandlordLessor or any owner of the Property, in which event Landlord event, Lessor shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant its name. Lessor shall reimburse Landlord not be subject to any liability for the payment of any costs or expenses Landlord may incur as a result of in connection with any such joinder proceedings, and Lessee will indemnify and save harmless Lessor from and against any such costs and expenses, including, but not limited to, attorneys' fees and disbursements, and from any liability resulting from such proceeding. Lessee shall be entitled to any refund with respect to any Imposition and penalties or permissioninterest thereon which have been paid by Lessee (whether directly or through escrowed funds), or which have been paid by Lessor but previously reimbursed in full to Lessor by Lessee. 4.3 Tenant covenants 4.05. Lessee shall make all payments of Impositions directly to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Impositionauthorities.

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants and agrees shall pay or cause to pay during the term of this Lease Agreement, be paid (except as Additional Rentset ---------- forth in Section 3.2 hereof), before any fine, penalty, interest or cost may be ----------- added thereto for the nonpayment non-payment thereof, all real estate taxes, special assessments, water and sewer rents, rates and charges, sewer rates and chargesvault license fees or rentals, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, license and permit fees and other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, foreseen and unforeseen, of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), whatsoever which at any time during Tenant's lease of the term may have been Demised Premises or during the Term of this Lease may be assessed, levied, confirmed, imposed uponupon or become due and payable out of, or become a lien on upon, the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereofpart thereof or appurtenance thereto (collectively, or any appurtenance thereto, rents or income therefromthe "IMPOSITIONS", and such easements or rights as individually, an ----------- "IMPOSITION"). If, by law, any Imposition may now or hereafter be appurtenant or appertain to paid in installments, Tenant ---------- may pay the use of same in the Demised Premisesminimum installments permitted by the applicable - governmental entity. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof; provided, however, that if by law any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of only such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively shall become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment - due during Tenant's lease of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year Term of this Lease. - All Impositions for the fiscal or tax years in which the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and ends shall be apportioned so that Tenant shall pay only the balance portion thereof which corresponds with the portion of said real estate taxes and installments of special assessments during said yearsyear as is within the Term. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants and agrees to pay during the term of this Lease Agreement, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease)Premises, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof; provided, however, that if by law any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.

Payment of Taxes, Assessments, etc. 4.1 SECTION 3.01. Subject to the provisions of Sections 3.03 and 3.05 hereof, Sub-subtenant shall pay or deposit, at the times and in the manner specified in Section 3.02 of the Operating Lease all amounts payable by Tenant covenants pursuant to Section 3.01 of the Mesne Lease in respect of taxes, charges, assessments and agrees to water and sewer rents; and Sub-subtenant shall also pay during the term of this Lease Agreement, as Additional Rent, before any fine, penalty, interest or cost may be added thereto thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all real estate other taxes, special assessments, water rates and chargesrents, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacityrates, charges for public utilities, street lightingexcises, excise levies, licenses, permits, inspection fees, vault and all other license and permit fees and other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, unforeseen and foreseen, of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions")whatsoever, which at any time prior to or during the term may have been or of this lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien on on, the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, part thereof or any appurtenance thereto, rents the income received from subtenants, any use or income therefromoccupation of the Demised Premises, and such easements or rights franchises as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (, this transaction or similar) assessments for public improvements any document to which Sub-subtenant is a party creating or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied transferring an interest or imposed upon or become payable or become a lien upon estate in the Demised Premises, and any document heretofore executed and delivered creating or transferring the interest of Landlord, Sublessor or Sub-sublandlord in the Demised Premises (all such taxes, assessments, rents, rates, excises, levies, fees and other charges being hereinafter referred to as "Impositions", and any of the same being hereinafter referred to as an "Imposition"). SECTION 3.02. All Impositions payable by Sub-subtenant hereunder, other than real estate taxes, shall be paid by Sub-subtenant (a) to Sublessor at least fifteen days before the date on which the same shall become payable by Sub-lessor to Landlord pursuant to Article 3 of the Mesne Lease, or (b) if permitted by the Mesne Lease, directly to the governmental authority to which said Imposition is payable, on or before the last day on which the same may be paid without penalty. Sub-subtenant's obligations with respect to the payment of real estate taxes shall be discharged in the following manner: On the 1st day of each month Sub-subtenant shall deposit with the Escrow Agent provided for in Section 2.05 of the Operating Lease a sum equal to one-twelfth of that portion of the real estate taxes for the then current tax year which is required to be paid pursuant to the Mesne Lease or, in the event that the amount of such real estate taxes shall not then have been fixed, such deposit shall be based upon real estate taxes for the preceding tax year, all as required by Section 3.02 of the Operating Lease. At the time of making any such deposit, Sub-subtenant shall procure and forthwith deliver to Sub-sublandlord the receipt of said Escrow Agent for the amount deposited. Sub-sublandlord will furnish to Sub-subtenant, promptly after receipt thereof, the proof of payment of the portion of real estate taxes payable under Article 3 of the Mesne Lease furnished to Sub-sublandlord by the Escrow Agent. In the event that the accumulated monthly deposits shall be insufficient to pay any portion thereofof such real estate taxes under the Mesne Lease at least thirty days prior to the date when the same shall become due and payable thereunder, Sub-subtenant shall, immediately upon demand by Sub-sublandlord, deposit with the Escrow Agent an additional sum which, when added to such accumulated deposits, shall be sufficient to pay such real estate taxes. Any excess of such deposits in the hands of the Escrow Agent immediately after such payment under the Mesne Lease shall be credited on account of the next monthly deposit. SECTION 3.03. Nothing herein contained shall require Sub-subtenant to pay income or gross receipts taxes or corporation franchise or excess profits taxes or estate, inheritance, succession or transfer taxes or capital levies assessed against or imposed upon Landlord, Sublessor or Sub-sublandlord; provided, however, that if by law at any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable time during the term of this Lease Agreement. Landlord shall pay all installments lease the methods of special assessments (including interest accrued on taxation prevailing at the unpaid balance) which are payable after the termination date commencement of the term hereof shall be altered so as to cause the whole or any part of this Lease Agreement. Tenant shall pay all the taxes, assessments, levies, impositions or charges now or hereafter levied, assessed or imposed on real estate taxesand the improvements thereon to be levied, whether heretofore assessed and imposed wholly or hereafter levied or assessed upon partially on the Demised Premisesrents received therefrom, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 Tenant shall have the right at its own expense to contest the amount be measured by or validitybased, in whole or in part, upon the Demised Premises and imposed upon Landlord, Sublessor or Sub-sublandlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof so levied, assessed, imposed, measured or based, shall be deemed to be included within the term "Impositions" for the purposes hereof, to the extent that such Impositions would be payable if the leasehold estates in the Demised Premises created by the Ground Lease, the Mesne Lease and the Operating Lease were the only property of Landlord, Sublessor and Sub-sublandlord, respectively, subject to such Impositions, and Sub-subtenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Nothing herein shall require Sub-subtenant to pay any portion of the Impositions in respect of the Demised Premises which shall be payable by the Ground Lessor except to the extent that Sublessor, as Tenant under the Mesne Lease, shall be obligated to pay, or reimburse the Landlord thereunder for the payment of, the same. SECTION 3.04. If Sublessor, pursuant to Section 3.04 of the Operating Lease, shall require Sublessee, from time to time, in lieu of making monthly deposits pursuant to Section 3.02 of the Operating Lease, to pay directly to the Ground Lessor on or before the due date thereof all amounts payable to Ground Lessor in respect of Impositions pursuant to Paragraph First of the Ground Lease, Sub-sublandlord shall give Sub-subtenant prompt notice of such requirement and thereafter Sub-subtenant will make like monthly deposits with Sub-sublandlord, or with a bank or trust company selected by Sub-sublandlord and whose fees and charges shall be paid by Sub-subtenant. Such deposits shall be applied to the making of such payments and Sublessor and Sub-subtenant (and also Sub-sublandlord if it shall not have been the recipient of such deposits) promptly after payment thereof, shall be furnished with receipts for all Impositions so paid pursuant to this Article to persons other than Sublessor. Sub-sublandlord will deliver to Sub-subtenant copies of any bills or notices received by Sub-sublandlord with respect to any Impositions payable by Sub-subtenant. To the extent that same is permissible under the Ground Lease, the Mesne Lease and the Operating Lease, Sub-subtenant may, at its sole cost and expense, participate on behalf of Sub-sublandlord in any arbitration proceeding held pursuant to Paragraph First of the Ground Lease for the purpose of determining the proportion of any Imposition payable by appropriate proceedings diligently conducted in good faiththe Ground Lessor, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with and the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, payable by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permissionGround Lessee. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.

Payment of Taxes, Assessments, etc. 4.1 6.1 Tenant covenants and agrees shall pay or cause to pay during the term of this Lease Agreement, as Additional Rentbe paid, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereofsame become delinquent, all real estate taxes, special assessmentsassessments (including but not limited to, all assessments for public improvement or benefit), water and sewer rents, rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lightingexcises, excise levies, licenses, permits, inspection fees, license and permit fees and other governmental charges, and all other charges or burdens of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions")whatsoever, which at any time during the term of this lease may have been or may be assessed, levied, confirmed, imposed upon, or grown or become due or payable out of or in respect of, or become a lien on the Demised Premises (all such charges described in this Section 6.1 being hereinafter referred to as equitably prorated "Impositions", and any of the same being hereinafter referred to reflect payment only for those portions thereof allocable as an "Imposition"). 6.2 Tenant, upon request of Landlord, shall furnish to Landlord prior to the term date on which any Imposition would become delinquent, official receipt of the Lease)appropriate taxing authority, or any portion other evidence satisfactory to Landlord, evidencing the payment thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof; provided, however, that if by law any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 6.3 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition Imposition, or to seek a reduction in the valuation of the Demised Premises as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate faith so long as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor not any portion part thereof would, would by reason of such postponement or deferment, deferment be in imminent danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. . 6.4 Landlord shall not be required to join in any proceedings proceeding referred to in this Paragraph 4.2 Sections 6.3 or 6.4 unless in Tenant's reasonable opinion, the provisions of any law, rule or regulation at the time in effect shall require that such proceedings a proceeding be brought by or and/or in the name of the Landlord, in which event Landlord shall shall, upon written request, join in such proceedings or permit the same to be brought by Tenant in Landlord's name and name, upon compliance by Tenant with such requirements as Landlord may reasonably impose. Tenant covenants that Landlord shall reimburse Landlord for not suffer or sustain any costs or expenses Landlord may incur as a result of such joinder (including, but not limited to, counsel fees) or permission. 4.3 any liabilities in connection with Landlords' participation in any proceedings relating to the Demised Premises. Tenant covenants shall be entitled to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment any refund of any ImpositionImposition and penalties and interest thereon received by Landlord which shall have been paid by Landlord and previously reimbursed in full by Tenant.

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants and agrees Section 3.01. Lessee will pay or cause to pay during the term of this Lease Agreement, be paid (except as Additional Renthereinafter in Section 3.02 hereof provided), before any fine, penalty, interest or cost may be added thereto for the nonpayment non-payment thereof, all real estate taxes, special assessments, water and sewer rents, rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lightingexcises, excise levies, licenses, permits, inspection fees, license and permit fees and other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, foreseen and unforeseen, of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), whatsoever which at any time prior to or during the term of this Lease may have been been, or may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien on on, the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), Property or any portion thereof, part thereof or any appurtenance thereto, rents the rent and income received by Lessee from subtenants of the Building, any use or income therefromoccupation of the Property, and such easements or rights franchises as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits whichProperty, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, transaction or any portion thereofdocument to which Lessee is a party, creating or transferring an interest or estate in the Property, (all such taxes, assessments, water and sewer rents, rates and charges, excises, levies, license fees and other governmental charges being hereinafter referred to as “Impositions”, and any of the same being hereinafter referred to as an “Imposition”); provided, however, that if that (a) if, by law law, any special assessment is payable (without default) or, Imposition may at the option of the owner, may taxpayer be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessmentImposition), Tenant Lessee may exercise the option to pay the same, together with same (and any accrued interest accrued on the unpaid balance of such special assessment Imposition) in installments and, in such event, subject to the provisions of paragraph (b) of this Section, shall pay such installments as may become due during the term of this Lease as the same respectively become payable due and before any fine, penalty, further interest or cost may be added thereto thereto; and (b) any Imposition, except an assessment or assessments which has or have been converted into installment payments by Lessee, the unpaid balance of which Lessee shall pay in full before the expiration of the term of this Lease or deposit the same with Lessor for such payment, relating to a fiscal period of the nonpayment taxing authority, a part of which is included within the term of this Lease and a part of which is included in a period of time after the expiration of the term of this Lease, shall (whether or not such Imposition shall be assessed, levied, confirmed, imposed upon or in respect of or become a lien upon the Property, or shall become payable, during the term of this Lease) be adjusted between Lessor and Lessee as of the expiration of the term of this Lease, so that Lessee shall pay that portion of such Imposition which that part of such fiscal period included in the period of time before the expiration of the term of this Lease bears to such fiscal period, and Lessor shall pay the remainder thereof; provided, however, that Lessee shall not be entitled to receive any apportionment, if Lessee shall be in default in the performance of any such installment of Lessee’s covenants, agreements and the interest thereonundertakings in this Lease provided. Section 3.02. Tenant Nothing herein contained shall require Lessee to pay all special assessments municipal, state or installments thereof (including interest accrued thereon)federal income taxes assessed against Lessor, whether heretofore municipal state or hereafter laidfederal capital levy, assessedestate, levied succession, inheritance or transfer taxes of Lessor, corporation franchise taxes imposed upon any corporate owner of the fee of the Demised PremisesPremises other than as measured by the value of the Building, or any portion thereofincome, which are due and profits or revenue tax, assessment or charge imposed upon rent, as such, payable by Lessee under this Lease; provided, however, that if at any time during the term of this Lease Agreement. Landlord the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon shall pay all installments of special assessments (including interest accrued be levied, assessed and imposed wholly or partially as a capital levy or otherwise on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay all real estate taxesrents received therefrom, whether heretofore or hereafter levied if any tax, corporation franchise tax, assessment, levy, imposition or assessed upon the Demised Premisescharge, or any portion part thereof, which are due shall be measured by or based, in whole or in part, upon the Building and payable during shall be imposed upon Lessor, then all such taxes, assessments, levies, impositions or charges or the part thereof so measured or based shall be deemed to be included within the term of this Lease Agreement. Anything herein “Impositions” for purposes hereof, to the contrary notwithstandingextent that such tax would be payable, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to if the Demised Premises during were the year only property of the Term ends which the number of days in said year not within the term of this Lease Agreement bears Lessor subject to 365such tax, and Tenant shall Lessee will pay and discharge the balance same as herein provided in respect of said real estate taxes and installments the payment of special assessments during said yearsImpositions. 4.2 Tenant Section 3.03. Lessee, upon request of Lessor, will furnish to Lessor and, if requested by Lessor, to any Fee Mortgagee, within 30 days after the date when any Imposition would become delinquent, official receipts of the appropriate taxing authority, or other evidence satisfactory to Lessor or such mortgagee, evidencing the payment thereof. Section 3.04. Lessee shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, faith but only after payment of such Imposition, Imposition unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 Section 3.01 or 3.03 hereof, Tenant Lessee may postpone or defer payment of such Imposition if if (a) neither the Demised Premises Property nor any portion part thereof would, would by reason of such postponement or deferment, deferment be in danger of being forfeited or lost, and (b) Lessee shall have deposited with Lessor the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Property or any part thereof in such proceedings. Upon the termination of any such proceedings, Tenant Lessee shall pay the amount of such Imposition or part thereof, if any, thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and penalties or other liability liabilities in connection therewith, and, upon such payment, Lessor shall, provided the Lessee is not then in default, return, without interest, any amount deposited with it with respect to such Imposition as aforesaid. Tenant If, at any time during the continuance of such proceedings, Lessor shall deem the amount deposited as aforesaid insufficient, Lessee shall, upon demand, make an additional deposit, as aforesaid, of such additional sum as Lessor reasonably may request, and upon failure of Lessee so to do, the amount theretofore deposited may be applied by Lessor to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be entitled returned to Lessee. Lessor shall have a right to seek a reduction in the valuation of the Demised Premises and the Building assessed for tax purposes and to prosecute any action or proceeding theretofore commenced by Lessee, if such assessed valuation or valuations shall in whole or in part relate and pertain to any period of time subsequent to the expiration or termination of this Lease. To the extent to which any tax refund payable as a result of any Impositionproceeding in the nature of certiorari which Lessor or Lessee may institute, penaltyor payable by reason of compromise or settlement of any such proceeding, fine may be based upon a payment made by anyone other than Lessor and interest thereon received by Landlord shall not relate to a period as to which have been paid by Tenant or which have been paid by Landlord but for which Landlord apportionment thereof has been previously reimbursed made with Lessor, Lessee shall be authorized to collect the same, subject, however, to Lessee’s obligation to reimburse Lessor forthwith for any expense incurred by Lessor in full by Tenantconnection therewith. Section 3.05. Landlord Lessor shall not be required to join in any proceedings referred to in this Paragraph 4.2 Section 3.04 hereof unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or and/or in the name of LandlordLessor or any owner of the Demised Premises, in which event Landlord Lessor shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant its name. Lessor shall reimburse Landlord not ultimately be subjected to any liability for the payment of any costs or expenses Landlord may incur as a result in connection with any such proceedings, and Lessee will indemnify and save harmless Lessor from any such costs and expenses. Lessee shall be entitled to any refund of such joinder any Imposition and penalties or permissioninterest thereon received by Lessor which have been paid by Lessee, or which have been paid by Lessor but previously reimbursed in full by Lessee. 4.3 Tenant covenants to furnish LandlordSection 3.06. The certificate, promptly upon the request of Landlord, receipts advice or xxxx of the appropriate taxing authority, official designated by law to make or other appropriate proof satisfactory issue the same or to Landlord, evidencing the receive payment of any Imposition, of non-payment of such Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. Section 3.07. Lessor appoints Lessee the attorney-in-fact of Lessor for the purpose of making all payments to be made by Lessee pursuant to any of the provisions of this Lease to persons or entities other than Lessor. In case any person or entity to whom any sum is directly payable by Lessee under any of the provisions of this Lease shall refuse to accept payment of such sum from Lessee, Lessee shall thereupon give written notice of such fact to Lessor and shall pay such sum directly to Lessor at the address specified in, or pursuant to, Section 22.01 hereof, and Lessor shall thereupon pay such sum to such person or entity.

Payment of Taxes, Assessments, etc. 4.1 5.1 Tenant covenants and agrees shall pay or cause to pay during the term of this Lease Agreementbe paid, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, assessments and all other public or governmental charges or burdens of whatsoever kind and any nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to herein as the "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laidimposed, assessed, levied or imposed upon becoming a charge or become payable or become a lien upon the Demised PremisesPremises or now or hereafter arising in respect of the occupancy, use or possession of, or any portion thereof; provided, however, that if by law any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue activity conducted on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or at any portion thereof, which are due and payable all times during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term Term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Anything herein Agreement and relating to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year any period contained within the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said yearsAgreement. 4.2 5.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless or if available by local law, after posting such collateral as may be authorized in lieu of payment, or a payment thereof by such other procedure to which Landlord may consent. 5.3 If, at any time during the Term of this Lease Agreement, under protest, would operate as a bar to such contest the laws of the State of Missouri or interfere materially with the prosecution any political subdivision thereof, in which eventa tax or excise on rents or upon the renting or leasing provided for herein or contemplated hereby, notwithstanding or other tax, however described, is levied or assessed by the State of 5.4 All payments to be made by Tenant pursuant to the provisions hereof shall be made before the same become delinquent, and upon demand Tenant shall furnish Landlord, within fifteen (15) days after the date when the same are payable as herein provided, official receipts or other evidence satisfactory to Landlord that such payments have been made. 5.5 At Landlord's written demand or at the request of Paragraph 4.1 hereof, Tenant may postpone or defer payment any mortgagee of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedingsPremises, Tenant shall pay the amount of to Landlord or such Imposition or part thereof, if anymortgagee, as finally determined in such proceedingsthe case may be, the payment of which may have been deferred during the prosecution of such proceedings, together known or estimated yearly real estate taxes and assessments payable with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled respect to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed Demised Premises in full by Tenant. Landlord shall not be required monthly payments equal to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts one-twelfth (1/12) of the appropriate taxing authority, known or other appropriate proof satisfactory estimated yearly real estate taxes and assessments next payable with respect to Landlord, evidencing the payment of any ImpositionDemised Premises.

Payment of Taxes, Assessments, etc. 4.1 Section 3.01. Tenant covenants and agrees to pay during the term of this Lease Agreement, as Additional Rentshall pay, before any fine, penalty, interest or cost may be added thereto for the nonpayment non-payment thereof, all real estate and personal property taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacityvault charges, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, license and permit fees and other governmental levies and charges, general and all other charges or burdens special, ordinary and extraordinary, unforeseen as well as foreseen, of whatsoever any kind and nature (including costscollectively, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), ) which at any time during the term may have been or may be assessed, levied, confirmed, are imposed upon, or become a lien on the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised PremisesPremises during the Term hereof, or any portion thereofwhich become payable, during the Term of this Lease; provided, howeverthat if, that if by law law, any special assessment Imposition is payable (without default) or, or at the option of the owner, taxpayer may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessmentthereof), Tenant may pay the same, together with same (and any accrued interest accrued on the unpaid balance of such special assessment balance) in installments and shall pay only such installments as may become due during the Term of this Lease as the same respectively become payable due and before any fine, penalty, interest or cost may be added thereto for non-payment thereof; provided, further, that any Imposition relating to a fiscal period of a taxing authority, a part of which period is included within the nonpayment Term hereof and a part of any which is included in a period of time before the Commencement Date or after the termination of this Lease, shall (whether or not such installment Imposition shall be assessed, levied, confirmed, imposed or become a lien upon the Premises, or shall become payable during the Term hereof) be appropriately pro-rated between Landlord and the interest thereonTenant. Tenant shall pay all special assessments such Impositions to the appropriate taxing authority and shall, upon request of Landlord, provide Landlord with evidence of payment on a timely basis. Section 3.02. Nothing in this Lease shall require Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy, stamp or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premisestransfer tax of Landlord, or any portion thereofincome, which are due and payable during excess profits, gross receipts or revenue tax or any other tax, assessment, charge or levy upon the term Basic Rent, (collectively called "Landlord's Impositions") nor shall any of this Lease AgreementLandlord's Impositions be deemed to be included within the "Impositions" required to be paid by Tenant hereunder. Section 3.03. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) Landlord's Impositions which are or become payable after during the termination date of the term Term of this Lease Agreementand which could, if not paid when due, become a lien on the Premises, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof. Section 3.04. Tenant shall pay all real estate taxesfurnish to Landlord within thirty (30) days after the date when any Imposition is payable, whether heretofore or hereafter levied or assessed upon official receipts of the Demised Premisesappropriate taxing authority, or any portion other evidence reasonably satisfactory to Landlord, evidencing the payment thereof, which are due and payable during the term of this Lease Agreement. Anything herein to the contrary notwithstanding, Landlord shall pay that portion furnish to Tenant within thirty (30) days after the date when any Landlord Imposition is payable, official receipts of the real estate taxes and installments of special assessments due and payable in respect appropriate taxing authority, or other evidence reasonably satisfactory to Tenant, evidencing the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said yearspayment thereof. 4.2 Section 3.05. Tenant and Landlord shall each have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition or Landlord's Impositions by appropriate proceedings diligently conducted in good faithproceedings, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which eventand, notwithstanding the provisions of Paragraph 4.1 hereofSections 3.01 and 3.03, Tenant may postpone or defer payment of such Imposition or Landlord may defer payment of Landlord's Impositions if neither prior to the Demised due date of Landlord's Impositions or Imposition, Landlord or Tenant, whichever is contesting the Imposition or Landlord's Impositions, shall demonstrate to the other its ability to pay the amount so contested, any interest and penalties in connection therewith and any other charges which may or might be assessed against or become a charge on the Premises nor or any portion part thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lostsaid proceedings. Upon the termination of any such proceedings, Tenant or Landlord shall pay the amount of such Imposition or Landlord's Impositions or part thereof, if any, thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and penalties or other liability liabilities in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in any such proceedings dealing with Impositions and shall cooperate in their prosecution or permit the same to be brought in Landlord's its name and Tenant if required by law. Landlord shall reimburse Landlord not be subjected to any liability for the payment of any costs or expenses in connection with any proceedings with respect to any Imposition unless Landlord may incur as a result intervenes and takes an affirmative part therein (in which event Landlord shall pay those costs and expenses incurred by Landlord) and Tenant shall indemnify and save harmless Landlord from any such costs or expenses, except in the case of such joinder intervention. Tenant shall be entitled to receive any refund of any such Imposition and penalties or permissioninterest thereon which have been paid by Tenant, or which have been paid by Landlord and for which Landlord has been reimbursed by Tenant. Landlord shall be entitled to receive any refund of Landlord's Impositions and any penalties or interest thereon. 4.3 Tenant covenants to furnish Section 3.06. Any certificate, advice or xxxx showing nonpayment of an Imposition or Landlord, promptly upon the request of Landlord, receipts of 's Imposition received from the appropriate taxing authority, official designated by law to make or other appropriate proof satisfactory issue the same or to Landlord, evidencing the receive payment of any ImpositionImposition or Landlord's Imposition shall be conclusive evidence that such Imposition or Landlord's Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx.

Payment of Taxes, Assessments, etc. 4.1 SECTION 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof, Tenant covenants shall pay to Landlord, at least 5 days before the last date when the same may be paid by Landlord pursuant to Paragraph First of the Ground Lease, all amounts payable by Landlord pursuant to said Paragraph in respect of taxes, charges, assessments, and agrees to water and sewer rents and Tenant shall also pay during the term of this Lease Agreement, as Additional Rent, before any fine, penalty, interest or cost may be added thereto thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all real estate other taxes, special assessments, water rates and chargesrents, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacityrates, charges for public utilities, street lightingexcises, excise levies, licenses, permits, inspection fees, vault and all other license and permit fees and other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, unforeseen and foreseen, of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), whatsoever which at any time prior to or during the term may have been or of this lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien on on, the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, part thereof or any appurtenance thereto, rents the income received from any subtenant or income therefromTotal Subtenant, any use or occupation of the Demised Premises, and such easements or rights franchises as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. , this transaction or any document to which Tenant shall pay all special (is a party creating or similar) assessments for public improvements transferring an interest or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied or imposed upon or become payable or become a lien upon estate in the Demised Premises, (all such taxes, assessments, rents, rates, excises, levies, fees and other charges being hereinafter referred to as "Impositions", and any of the same being hereinafter referred to as an "Imposition"). SECTION 3.02. Nothing herein contained shall require Tenant to pay income taxes or any portion thereofcorporation franchise or excess profits taxes or estate, inheritance, succession or transfer taxes or capital levies assessed against or imposed upon Landlord; provided, however, that if by law at any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable time during the term of this Lease Agreement. Landlord shall pay all installments lease the methods of special assessments (including interest accrued on taxation prevailing at the unpaid balance) which are payable after the termination date commencement of the term hereof shall be altered so as to cause the whole or any part of this Lease Agreement. Tenant shall pay all the taxes, assessments, levies, impositions or charges now or hereafter levied, assessed or imposed on real estate taxesand the improvements thereon to be levied, whether heretofore assessed and imposed, wholly or hereafter levied partially on the rents received therefrom, or assessed to be measured by or based, in whole or in part, upon the Demised PremisesPremises and imposed upon Landlord, then all such taxes, assessments, levies, impositions or charges, or any portion thereofthe part thereof so levied, which are due and payable during assessed, imposed, measured or based, shall be deemed to be included within the term of this Lease Agreement. Anything herein "Impositions" for the purposes hereof, to the contrary notwithstanding, Landlord shall pay extent that portion of the real estate taxes and installments of special assessments due and such Impositions would be payable in respect to if the Demised Premises during were the year the Term ends which the number only property of days in said year not within the term of this Lease Agreement bears Landlord subject to 365such Impositions, and Tenant shall pay and discharge the balance same as herein provided in respect of said real estate taxes and installments the payment of special assessments during said yearsImpositions. Nothing herein shall require Tenant to pay any portion of the Impositions in respect of the Demised Premises which shall be payable by the Ground Lessor except to the extent that Landlord, as Ground Lessee, shall be obligated to pay, or reimburse the Ground Lessor for the payment of, the same. 4.2 SECTION 3.03. Landlord may, by written notice, require Tenant (a) to pay directly to the Ground Lessor on or before the due date thereof all amounts payable by Landlord in respect of Impositions pursuant to Paragraph First of the Ground Lease, or (b) to pay to Landlord, at least 5 days before the same would otherwise be payable pursuant to Section 3.01 hereof the amount of any other Impositions to be paid by Tenant pursuant to said Section. Tenant will furnish to Landlord, promptly after payment thereof, receipts for all Impositions paid by Tenant pursuant to this Article to persons other than Landlord. Landlord will deliver to Tenant copies of any bills or notices received by Landlord with respect to any Impositions payable by Tenant. SECTION 3.04. Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after faith and (if payment of such Imposition, unless such payment, or a payment thereof under protest, Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant ) may postpone or defer payment of such Imposition if Imposition, provided that (a) neither the Demised Premises nor any portion part thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, (b) such contest (if in respect of any Imposition payable by Landlord as Ground Lessee) shall be permitted by the Ground Lease or the Ground Lessor, and Tenant shall furnish the Ground Lessor with such indemnities as may be required by the Ground Lease or the Ground Lessor, (c) such postponement or deferment (if in respect of any Imposition payable by Landlord as Ground Lessee) will entitle Landlord, as Ground Lessee, to a corresponding postponement or deferment under the Ground Lease, and (d) in case of any such postponement or deferment, Tenant shall have deposited with Landlord the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Demised Premises or any part thereof in such proceedings, or shall have furnished to Landlord security reasonably satisfactory to Landlord sufficient to cover said amount, interest, penalties and charges. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and penalties or other liability liabilities in connection therewith, and, upon such payment, Landlord shall return, without interest, any amount deposited with it with respect to such Imposition as aforesaid, or, at the written request of Tenant, Landlord shall make available to Tenant, upon such reasonable conditions as Landlord may prescribe, the amount of such deposit for the making of such payment as aforesaid. If, at any time during the continuance of such proceedings, Landlord shall deem any amount deposited as aforesaid insufficient, Tenant shall, upon demand, make an additional deposit, as aforesaid, of such additional sum as Landlord reasonably may request, and upon failure of Tenant so to do, the amount theretofore deposited may be applied by Landlord to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be entitled returned to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 Section 3.04 hereof unless the Ground Lease or the provisions of any applicable law, rule or regulation at the time in effect shall require that such proceedings be brought by or and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant its name. Landlord shall reimburse Landlord not ultimately be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings, and Tenant shall indemnify and save harmless Landlord may incur as a result from any such costs and expenses. Tenant shall be entitled to any refund of such joinder any Imposition and penalties or permissioninterest thereon received by Landlord which have been paid by Tenant, or which have been paid by Landlord but previously reimbursed in full by Tenant, and which, in either event, shall not be payable to the Ground Lessor. 4.3 SECTION 3.06. Tenant covenants to furnish Landlordmay, promptly upon in the request of Landlordname of, receipts of the appropriate taxing authority, or other appropriate proof satisfactory but without expense to Landlord, evidencing and after 10 days' prior written notice to Landlord, exercise any of the payment rights of Landlord provided for in Paragraph FIRST of the Ground Lease with respect to arbitration of disagreements as to the amount of Impositions payable by the Ground Lessee. SECTION 3.07. Notwithstanding the foregoing provisions of this Article 3, Tenant shall not be obligated to make any payments in respect of any ImpositionImpositions pursuant hereto until the rendition by Landlord to Tenant of a xxxx therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.

Payment of Taxes, Assessments, etc. 4.1 SECTION 3.01. Subject to the provisions of Sections 3.03 and 3.05 hereof, Sublessee shall pay or deposit, at the times and in the manner hereinafter specified, all amounts payable by Tenant covenants pursuant to Section 3.01 of the Mesne Lease in respect of taxes, charges, assessments and agrees to water and sewer rents; and Sublessee shall also pay during the term of this Lease Agreement, as Additional Rent, before any fine, penalty, interest or cost may be added thereto thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all real estate other taxes, special assessments, water rates and chargesrents, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacityrates, charges for public utilities, street lightingexcises, excise levies, licenses, permits, inspection fees, vault and all other license and permit fees and other governmental charges, general and all other charges or burdens special, ordinary and extraordinary, unforeseen and foreseen, of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions")whatsoever, which at any time prior to or during the term may have been or of this lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien on on, the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion thereof, part thereof or any appurtenance thereto, rents the income received from subtenants, any use or income therefromoccupation of the Demised Premises, and such easements or rights franchises as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay all special (, CON 5024 PAGE 542 this transaction or similar) assessments for public improvements any document to which Sublessee is a party creating or benefits which, during the term of this Lease Agreement shall be laid, assessed, levied transferring on interest or imposed upon or become payable or become a lien upon estate in the Demised Premises, and any document heretofore executed and delivered creating or transferring the interest of Landlord or Sublessor in the Demised Premises (all such taxes, assessments, rents, rates, excises, levies, fees and other charges being hereinafter referred to as "Impositions", and any of the same being hereinafter referred to as an "Imposition"). SECTION 3.02. All Impositions payable by Sublessee hereunder, other than real estate taxes, shall be paid by Sublessee (a) to Sublessor at least 15 days before the date on which the same shall become payable by Sublessor to Landlord pursuant to Article 3 of the Mesne Lease, or (b) if permitted by the Mesne Lease, directly to the governmental authority to which said Imposition is payable, on or before the last day on which the same may be paid without penalty. Sublessee's obligations with respect to the payment of real estate taxes shall be discharged in the following manner: On January 2, 1958 Sublessee shall deposit with the Escrow Agent by certified check of Sublessee a sum equal to one-quarter of that portion of the real estate taxes for the tax year 1957-1958 which is required to be paid pursuant to the terms of the Mesne Lease, with respect to which deposit Sublessee shall not be entitled to the benefit of any grace period provided for in Section 19.01 hereof. On February 1st, 1958 and on the 1st day of each month thereafter, Sublessee shall deposit with the Escrow Agent a sum equal to one-twelfth of that portion of the real estate taxes for the then current tax year which is required to be paid pursuant to the Mesne Lease or, in the event that the amount of such real estate taxes shall not then have been fixed, such deposit shall be based upon real estate taxes for the preceding tax year. The Escrow Agent shall pay out of the money so deposited the portion of real estate taxes payable under the Mesne Lease pursuant to Article 3 CON 5024 PAGE 543 18 thereof, and the Escrow Agent will furnish to Sublessee, promptly after such payment, reasonable proof thereof. In the event that the accumulated monthly deposits shall be insufficient to pay any portion thereofof such real estate taxes under the Mesne Lease at least thirty days prior to the date when the same shall become due and payable thereunder, Sublessee shall, immediately upon demand, deposit with the Escrow Agent an additional sum which, when added to such accumulated deposits, shall be sufficient to pay such real estate taxes. Any excess of such deposits in the hands of the Escrow Agent immediately after such payment under the Mesne Lease shall be credited on account of the next monthly deposit. SECTION 3.03. Nothing herein contained shall require Sublessee to pay income taxes or corporation franchise or excess profits taxes or estate, inheritance, succession or transfer taxes or capital levies assessed against or imposed upon Sublessor; provided, however, that if by law at any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable time during the term of this Lease Agreement. Landlord shall pay all installments lease the methods of special assessments (including interest accrued on taxation prevailing at the unpaid balance) which are payable after the termination date commencement of the term hereof shall be altered so as to cause the whole or any part of this Lease Agreement. Tenant shall pay all the taxes, assessments, levies, impositions or charges now or hereafter levied, assessed or imposed on real estate taxesand the improvements thereon to be levied, whether heretofore assessed and imposed wholly or hereafter levied partially on the rents received therefrom, or assessed to be measured by or based, in whole or in part, upon the Demised PremisesPremises and imposed upon Sublessor, then all such taxes, assessments, levies, impositions or charges, or any portion thereofthe part thereof so levied, which are due and payable during assessed, imposed, measured or based, shall be deemed to be included within the term of this Lease Agreement. Anything herein "Impositions" for the purposes hereof, to the contrary notwithstandingextent that such Impositions would be payable if the Demised Premises were the only property of Sublessor subject to such Impositions, Landlord and Sublessee shall pay that and discharge the same as herein provided in respect of the payment of Impositions. CON 5024 PAGE 544 Nothing herein shall require Sublessee to pay any portion of the real estate taxes and installments of special assessments due and payable Impositions in respect to of the Demised Premises during which shall be payable by the year Ground Lessor except to the Term ends which extent that Sublessor, as Tenant under the number Mesne Lease shall be obligated to pay, or reimburse the Landlord for the payment of, the same. SECTION 3.04. Sublessor may, by written notice, require Sublessee, from time to time, in lieu of days making monthly deposits pursuant to Section 3.02 hereof, to pay directly to the Ground Lessor on or before the due date thereof all amounts payable to Ground Lessor in said year not within respect of Impositions pursuant to Paragraph First of the term Ground Lease. Sublessee will furnish to Sublessor, promptly after payment thereof, receipts for all Impositions paid by Sublessee pursuant to this Article to persons other than Sublessor. Sublessor will deliver to Sublessee copies of this any bills or notices received by Sublessor with respect to any Impositions payable by Sublessee. To the extent that same is permissible under the Ground Lease Agreement bears and the Mesne Lease, Sublessee may, at its sole cost and expense, participate in any arbitration proceeding held pursuant to 365Paragraph First of the Ground Lease for the purpose of determining, the proportion of any imposition payable by the Ground Lessor, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said yearsportion thereof payable by the Ground Lessee. 4.2 Tenant SECTION 3.05. Sublessee shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after faith and (if payment of such Imposition, unless such payment, or a payment thereof under protest, Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant ) may postpone or defer payment of such Imposition if Imposition, provided that (a) neither the Demised Premises nor any portion part thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, CON 5024 PAGE 545 20 (b) such contest (if in respect of any Imposition payable under the Mesne Lease) shall be permitted by the Mesne Lease and Sublessee shall furnish all security and indemnities as are required under the Mesne Lease to be furnished by Tenant under such circumstances, (c) such postponement or deferment (if in respect of any Imposition payable under the Mesne Lease) will entitle Sublessor, as Tenant, to a corresponding postponement or deferment under the Mesne Lease, and (d) in case of any such postponement or deferment, Sublessee shall have deposited with Sublessor the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Demised Premises or any part thereof in such proceedings, or shall have furnished to Sublessor security reasonably satisfactory to Sublessor sufficient to cover said amount, interest, penalties and charges. Upon the termination of any such proceedings, Tenant Sublessee shall pay the amount of such Imposition or part thereof, if any, thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and penalties or other liability liabilities in connection therewith, and, upon such payment, Sublessor shall return, without interest, any amount deposited with it with respect to such Imposition as aforesaid, or, at the written request of Sublessee, Sublessor shall make available to Sublessee, upon such reasonable conditions as Sublessor may prescribe, the amount of such deposit for the making of such payment as aforesaid. Tenant If, at any time during the continuance of such proceedings, Sublessor shall deem any amount deposited as aforesaid insufficient, Sublessee shall, upon CON 5024 PAGE 546 demand, make an additional deposit, as aforesaid, of such additional sum as Sublessor reasonably may request, and upon failure of Sublessee so to do, the amount theretofore deposited may be applied by Sublessor to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be entitled returned to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by TenantSublessee. SECTION 3.06. Landlord Sublessor shall not be required to join in any proceedings referred to in this Paragraph 4.2 Section 3.04 hereof unless the Mesne Lease or the provisions of any applicable law, rule or regulation at the time in effect shall require that such proceedings be brought by or and/or in the name of LandlordSublessor, in which event Landlord Sublessor shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant its name. Sublessor shall reimburse Landlord not ultimately be subjected to any liability for the payment of any costs or expenses Landlord may incur as in connection with any such proceedings, and Sublessee shall indemnify and save harmless Sublessor from any such costs and expenses. Sublessee shall be entitled to any refund of any Imposition and penalties or interest thereon received by Sublessor which have been paid by Sublessee, or which have been paid by Sublessor but previously reimbursed in full by Sublessee, and which, in either event, shall not be payable to the Ground Lessor. SECTION 3.07. Notwithstanding the foregoing provisions of this Article 3, Sublessee shall not be obligated to make any payments in respect of any Impositions pursuant hereto until the rendition by Sublessor to Sublessee of a result bill therefor, showing the aggregate amount of such joinder or permission. 4.3 Tenant covenants Impositions and the portion thereof payable by Sublessee pursuant hereto, except that pending receipt by Sublessee of a bill for real estate taxes, Sublessee shall continue to furnish Landlord, promptly upon make the request of Landlord, receipts of tax deposits required by Section 3.02 hereof in the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing amounts payable during the payment of any Imposition.preceding tax year. CON 5024 PAGE 547

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants and agrees shall pay directly to pay during the term of this Lease Agreement, as Additional Rent, taxing jurisdiction before any fine, penalty, interest or cost may be added thereto or become due or be imposed by operation of law for the nonpayment non-payment thereof, all real estate taxestaxes (or payments in lieu thereof), special assessments, water and sewer rents, rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, general and all other charges special, ordinary and extraordinary, unforeseen or burdens foreseen, of whatsoever any kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), whatsoever which at any time during the term may have been or of this Lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect to, or become a lien on on, the Demised Premises or any part thereof or any improvements or appurtenances thereto (all such taxes, assessments, water and sewer rents, rates and charges, and other governmental charges being hereinafter referred to as equitably prorated “Impositions”), provided, however, that any Imposition levied or assessed against the Expansion Premises which relates to reflect payment only for those portions thereof allocable to the term a fiscal period of the Lease), or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use taxing authority a part of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during which period is included within the term of this Lease Agreement and a part of which is included in a period of time prior to the Term Commencement Date or after the expiration of the term of this Lease, shall be laidadjusted between Landlord and Tenant as of the Term Commencement Date or the expiration of the term of this Lease, assessedas the case may be, levied so that Tenant shall pay that portion of such Imposition which relates to that part of such fiscal period included within the term of this Lease, and Landlord shall pay the remainder thereof. If Landlord is unable to arrange for the taxing authority(ies) to forward the tax xxxx(s) directly to Tenant, Landlord shall forward tax bills to Tenant promptly upon receipt and Tenant shall provide Landlord with a copy of such receipted xxxx following payment. Nothing herein contained shall require Tenant to pay municipal, state or federal income taxes assessed against Landlord, municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of Landlord or corporation franchise taxes imposed upon or become payable or become a lien upon any corporate owner of the Demised fee of the Premises, or any portion thereof; provided, however, that if by law at any special assessment is payable (without default) or, at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable time during the term of this Lease Agreementthe methods of taxation prevailing at the Term Commencement Date shall be altered so as to cause the whole or any part of the taxes, assessments, levies, impositions or charges now or hereafter levied, assessed or imposed on real estate and the improvements thereon to be levied, assessed and imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom then all such taxes, assessments, levies, impositions or charges, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect to the payment of Impositions. The certificate, invoice or xxxx of an appropriate official designated by law to make or issue the same or to receive payment of any Imposition or non-payment of such Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, invoice or xxxx. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay use its best efforts to seek, apply for and obtain any and all real estate taxes, whether heretofore tax abatement and/or incentive programs that are or hereafter levied or assessed upon may in the Demised Premises, or any portion thereof, which are due and payable future during the term of this Lease Agreement. Anything herein be applicable to the contrary notwithstandingPremises, Landlord shall pay that portion including but without limitation, Section 485-b of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365Real Property Tax Law, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said yearsEmpire Zone status. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.

Payment of Taxes, Assessments, etc. 4.1 Tenant covenants and agrees SECTION 3.01. Lessee shall pay or cause to pay during the term of this Lease Agreement, be paid (except as Additional Renthereinafter in Section 3.02 hereof provided), before any fine, penalty, interest or cost may be added thereto for the nonpayment thereofthereto, all real estate taxes, special assessments, sewer rents, water rates meter and water charges, sewer rates excises, levies, license and charges, including any sum or sums payable for present or future sewer or water capacitypermit fees, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, utilities and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premisesnature, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be radical, general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions")unforeseen, which at any time prior to or during the term of this Lease may have been been, or may be assessed, levied, confirmed, imposed upon, or grow or become a lien on on, the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease), or any portion part thereof, or any appurtenance thereto, rents the rent or income therefromreceived from any sublessee of the whole of the Demised Premises (hereinafter called “Sublessee”), space lessees or licensees, any use or occupancy of the Demised Premises and such easements or rights rights, obligations, easements, licenses and franchises as may now or hereafter be appurtenant appurtenant, or appertain to to, the use of the Demised Premises. Tenant shall pay all special (, this transaction or similar) assessments for public improvements any document to which Lessee is a party or benefits whichsuccessor in interest, during the term of this Lease Agreement shall be laid, assessed, levied creating or imposed upon transferring an estate or become payable or become a lien upon interest in the Demised Premises, and the vaults and spaces contiguous thereto (all such real estate taxes, assessments, sewer rents, water meter and water charges, excises, levies, license and permit fees, charges for public utilities and all such other charges or burdens of whatsoever kind and nature, being hereinafter referred to as “Impositions”, and any portion thereofone of the same being hereinafter referred to as an “Imposition”); provided, however, that if that (a) if, by law law, any special assessment is payable (without default) or, Imposition may at the option of the owner, may taxpayer be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessmentImposition), Tenant Lessee may exercise the option to pay the same, together with including any accrued interest accrued on the unpaid balance of such special assessment Imposition, in installments and, in such event, shall pay such installments as may become due during the term of this Lease as the same respectively become payable due and before any fine, penalty, further interest or cost may be added thereto thereto; provided, however, that, subject to the requirements of subdivision (b) of Section 15.03 of this Lease, those installments which are to become due and payable after the expiration of the term of this Lease shall be paid in full and an official receipt for such payment exhibited to the nonpayment Lessor not later than one year immediately prior to such expiration or a sum equal to the total of those installments shall, not later than one year immediately prior to such expiration, be deposited by Lessee with Lessor for payment thereof as they become due; and (b) any such Imposition (except Impositions which have been converted into installment payments by Lessee, as referred to in subdivision (a) of this Section 3.01) relating to a fiscal period of the taxing authority, a part of which period is included within the term of this Lease and a part of which is included in a period of time after the interest thereon. Tenant shall pay all special assessments or installments thereof (including interest accrued thereon)expiration of the term of this Lease, shall, whether heretofore or hereafter laid, not such Imposition shall be assessed, levied levied, confirmed, imposed upon or imposed in respect of or become a lien upon the Demised Premises, or any portion thereofshall become payable, which are due and payable during the term of this Lease Agreement. Landlord Lease, be adjusted between Lessor and Lessee as of the expiration of the term of this Lease, so that Lessee shall pay all installments that portion of special assessments (including interest accrued on such Imposition which that part of such fiscal period included in the unpaid balance) which are payable after period of time before the termination date expiration of the term of this Lease Agreement. Tenant bears to such fiscal period, and Lessor shall pay all the remainder thereof, provided, however, that Lessee shall not be entitled to receive any apportionment, if Lessee shall be in default in keeping, observing or performing any of the terms, covenants, agreements, provisions, conditions or limitations of this Lease on Lessee’s part to be kept, observed or performed, as provided in this Lease or if Lessee shall exercise the option to terminate this Lease pursuant to the provisions of subdivision (b) of Section 15.03 of this Lease. SECTION 3.02. Nothing in this Lease contained shall require Lessee to pay municipal, state or federal income or excess profits taxes assessed against Lessor, or municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of Lessor, or corporation franchise taxes imposed upon any corporate owner of the fee of the Demised Premises; provided, however, that, if, at any time during the term of this Lease, the methods or scope of taxation prevailing at the commencement of the term hereof shall be altered or enlarged so as to cause the whole or any part of the taxes, assessments, levies, charges, or any other Imposition now or hereafter levied, assessed or imposed on real estate taxesand the improvements thereon to be levied, whether heretofore assessed and imposed, wholly or hereafter levied partially as a capital levy, or assessed otherwise, on the rents received therefrom, or, if, by reason of any such alteration or enlargement of the methods or scope of taxation, any tax, corporation franchise tax, assessment, levy (including but not limited to any municipal, state or federal levy), charge or any other Imposition, or any part thereof, shall be measured by or based in whole or in part, upon the Demised Premises, or any portion the value thereof, which are due and payable during shall be imposed upon Lessor, then all such taxes, assessments, levies, charges or other Impositions, or the part thereof so measured or based, shall be deemed to be included within the term of this Lease Agreement. Anything herein “Impositions” for the purposes hereof, to the contrary notwithstanding, Landlord shall pay extent that portion of the real estate taxes and installments of special assessments due and same would be payable in respect to if the Demised Premises during were the year the Term ends which the number only property of days in said year not within the term of this Lease Agreement bears to 365Lessor subject thereto, and Tenant Lessee shall pay and discharge the balance same as herein provided in respect of said real estate taxes and installments the payment of special assessments during said yearsany other Imposition. 4.2 Tenant SECTION 3.03. Lessee shall furnish to Lessor within sixty (60) days after the date when any Imposition would become delinquent, receipts of the appropriate taxing or other authority, or other evidence satisfactory to Lessor, evidencing the payment thereof. SECTION 3.04. Lessee shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, faith but only after payment of such Imposition, unless such payment, payment or a payment thereof under protest, protest would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 Sections 3.01 and 3.03 hereof, Tenant Lessee may postpone or defer payment of such Imposition if if (a) neither the Demised Premises nor any portion part thereof would, would by reason of such postponement or deferment, deferment be in danger of being forfeited or lost, and (b) Lessee shall have deposited with Lessor the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Demised Premises or any part thereof in such proceedings. If, during the continuance of such proceedings, Lessor shall, from time to time, deem the amount deposited, as aforesaid, insufficient, the Lessee shall, upon demand, make additional deposits of such additional sums as Lessor may reasonably request, and, upon failure of Lessee so to do, the amounts theretofore deposited may be applied by Lessor to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees, including counsel fees, and any other liability accruing in any such proceedings. Upon the termination of any such proceedings, Tenant Lessee shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's counsel fees, interest, penalties, fines, penalties and any other liability in connection therewith. Tenant , and, upon such payment, Lessor shall return, without interest, all amounts deposited with it with respect to such Imposition as aforesaid, or, at the written direction of Lessee, Lessor shall make such payment, and the balance, if any, shall be entitled returned to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by TenantLessee. SECTION 3.05. Landlord Lessor shall not be required to join in any proceedings referred to in this Paragraph 4.2 Section 3.04 hereof unless the provisions of any law, rule or regulation regulation, at the time in effect shall require that such proceedings be brought by or in the name of LandlordLessor, in which event Landlord Lessor shall join in such proceedings or permit the same to be brought in Landlord's Lessor’s name and Tenant upon compliance with such conditions as Lessor may reasonably require. Lessor shall reimburse Landlord not ultimately be subjected to any liability for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Impositionfees, including reasonable counsel fees, costs or expenses in connection with such proceedings. Lessee agrees to pay all such fees, including reasonable counsel fees, costs and expenses or, on demand, to make reimbursement to Lessor for such payment. Lessee shall be entitled to any refund of any Imposition and penalties and interest thereon received by Lessor which have been paid by Lessee, or which have been paid by Lessor but for which Lessor has been previously reimbursed in full by Lessee, provided that no such refund shall be made while there shall exist any Event of Default or any other default which is not in the process of being cured with due diligence and in good faith. SECTION 3.06. The certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment of any Imposition may be relied on by the Lessor as sufficient evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. SECTION 3.07. Lessor appoints Lessee the attorney-in-fact of Lessor for the purpose of making all payments to be made by Lessee pursuant to any of the provisions of this Lease to persons or entities other than Lessor. In case any person or entity to whom any sum is directly payable by Lessee under any of the provisions of this Lease shall refuse to accept payment of such sum from Lessee, Lessee shall thereupon give written notice of such fact to Lessor and shall pay such sum directly to Lessor at the address specified in, or, if that address has been changed, at such address as shall have been designated pursuant to Article 22 of this Lease, and Lessor shall thereupon pay such sum to such person or entity.

Payment of Taxes, Assessments, etc. Section 4.1 Tenant covenants and agrees shall pay to pay during the term Landlord as an additional rent promptly upon receipt of this Lease Agreement, invoices from Landlord (except as Additional Renthereinafter in Section 4.2 hereof provided), before any fine, penalty, interest or cost may be added thereto thereto, or become due or be imposed by operation of law for the nonpayment thereof, non-payment thereof its proportionate share (ARTICLE 2 TENANT'S PROPORTIONATE SHARE OF THE BUILDING) of all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including of any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), whatsoever which at any time prior to or during the term may have been or of this Lease may be assessed, levied, confirmed, imposed uponupon or grow or become due and payable out of or in respect of, or become a lien on on, the land and buildings and improvements of which the Demised Premises (all as equitably prorated to reflect payment only for those portions thereof allocable to the term of the Lease)are a part, or any portion part thereof, (all of same being hereinafter referred to as "Impositions"). Tenant shall pay its proportionate share as above in advance in monthly installments estimated by Landlord together with Net Basic Rent. Landlord shall periodically adjust Tenant's account as and when such final tax billing is received, whereupon Tenant to pay to Landlord adjusted amount. Tenant to be responsible for all taxes allocable to Tenant's work or alterations or improvements. Tenant responsible for all personal property taxes. Tenant shall make timely payment of all ad valorem or other taxes and assessments levied upon Tenant's stock of merchandise, fixtures, furnishings, furniture, equipment, supplies and other property located on or used in connection with the Demised Premises and of all privilege and business licenses, fees, taxes and similar charges. Section 4.2 Nothing herein contained shall require Tenant to pay municipal, state or federal income taxes assessed against Landlord, municipal, state or federal franchise taxes imposed upon any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to corporate owner of the use fee of the Demised Premises. Tenant shall pay all special (or similar) assessments for public improvements or benefits which; provided however, that if at any time during the term of this Lease Agreement the methods of taxation prevailing at the commencement of the term hereof shall be laidaltered so as to cause the whole or any part of the taxes, assessedassessments, levied levies, impositions or charges now levied, assessed or imposed upon on real estate and the improvements thereon to be levied, assessed or become payable imposed, wholly or become partially as a lien upon capital levy, or otherwise, on the Demised Premisesrents received therefrom, or as any other tax, corporation franchise tax, assessments, levy (including but not limited to any municipal, state or federal levy), imposition or charge, or any portion thereof; providedpart hereof, howeverthen all such taxes, assessments, levies, Impositions or charges, shall be deemed to be included within the term "Impositions" for the purpose hereof, to the extent that such Impositions would be payable if by law any special assessment is payable (without default) or, at the option Demised Premises were the only property of the ownerLandlord subject to such Impositions, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all special assessments and discharge the same as herein provided in respect of the payment of Impositions. Section 4.3 Landlord will have the right, but not the obligation, to institute an action or installments thereof actions seeking a reduction in the valuation of the land and building of which the Demised Premises are a part as it is asessed for tax purposes, or to undertake to settle formally or informally issues relating to the same. In the event that the Landlord institutes such an action or actions or undertakes such settlement discussions, the Tenant will be responsible to pay to Landlord, as additional rent, its proportionate share (including interest accrued thereonARTICLE 2 TENANT'S PROPORTIONATE SHARE OF THE BUILDING) of attorneys fees and disbursements and related costs (e.q. appraisal fees, filing fees) incurred on account of the same but in an amount not to exceed the cumulative amount of tax savings (Tenant's proportionate share) effected by the action or actions, or discussions regardless of the number of years of savings effected by the action (as by application of the "freeze act"), and regardless of whether heretofore the tax savings are in the form of a refund or hereafter laid, assessed, levied credit against future taxes or imposed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable after the termination date of the term of this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the term of this Lease Agreementotherwise. Anything herein above to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term ends which the number of days in said year not within the term of this Lease Agreement bears to 365, and Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years. 4.2 Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, not effect settlement of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar issues relating to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines, and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 4.2 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in taxation without Landlord's name and Tenant shall reimburse Landlord for any costs or expenses Landlord may incur as a result of such joinder or permissionprior written approval. 4.3 Tenant covenants to furnish Landlord, promptly upon the request of Landlord, receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of any Imposition.