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

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof, Tenant 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all other taxes, assessments, rents, rates, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever which at any time prior to or during the term 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, the Demised Premises or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premises, and such franchises as may be appurtenant to the use of the Demised Premises, this transaction or any document to which Tenant is a party creating or transferring an interest or 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 corporation 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 at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof 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 on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, 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 Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. 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. 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 to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any 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 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, interest, penalties or other 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections 3.02 3.03 and 3.04 3.05 hereof, Tenant Sub-subtenant shall pay to Landlordor deposit, at least 5 days before the last date when times and in the same may be paid by Landlord pursuant to Paragraph First manner specified in Section 3.02 of the Ground Lease, Operating Lease all amounts payable by Landlord Tenant pursuant to said Paragraph Section 3.01 of the Mesne Lease in respect of taxes, charges, assessments, assessments and water and sewer rents rents; and Tenant Sub-subtenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all other taxes, assessments, rents, rates, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever whatsoever, which at any time prior to or during the term 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, the Demised Premises or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenantsubtenants, any use or occupation of the Demised Premises, and such franchises as may be appurtenant to the use of the Demised Premises, this transaction or any document to which Tenant Sub-subtenant is a party creating or transferring an interest or 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 of 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 Tenant 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 at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof 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, imposed wholly or partially on the rents received therefrom, or to be measured by or based, 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 Landlord, Sublessor and Sub-sublandlord, respectively, subject to such Impositions, and Tenant Sub-subtenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Nothing herein shall require Tenant 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 LandlordSublessor, as Ground LesseeTenant under the Mesne Lease, shall be obligated to pay, or reimburse the Ground Lessor Landlord thereunder for the payment of, the same. SECTION 3.033.04. Landlord mayIf Sublessor, by written noticepursuant to Section 3.04 of the Operating Lease, shall require Tenant (a) 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 by Landlord 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 (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 with a bank or trust company selected by Sub-sublandlord and whose fees and charges shall be paid by Tenant pursuant Sub-subtenant. Such deposits shall be applied to said Section. Tenant will furnish to Landlord, 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 by Tenant pursuant to this Article to persons other than LandlordSublessor. Landlord Sub-sublandlord will deliver to Tenant Sub-subtenant copies of any bills or notices received by Landlord Sub-sublandlord with respect to any Impositions payable by Tenant. SECTION 3.04Sub-subtenant. Tenant shall have To the right 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 contest Paragraph First of the amount or validity, in whole or in part, Ground Lease for the purpose of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with determining the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any part thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, (b) such contest (if in respect proportion 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 portion 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 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, interest, penalties or other 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof, Tenant shall pay or cause 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(except as set ---------- forth in Section 3.2 hereof), all amounts payable by Landlord pursuant to said Paragraph in respect of taxes, charges, assessments, and water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be ----------- added thereto, or become due or be imposed by operation of law thereto for the nonpayment non-payment thereof, any and all other taxes, assessments, water and sewer rents, ratesrates and charges, charges for public utilities, excisesvault license fees or rentals, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen foreseen and foreseenunforeseen, of any kind and nature whatsoever which at any time prior to during Tenant's lease of the Demised Premises or during the term Term of this lease Lease may be assessed, levied, confirmed, imposed upon, or grow upon or become due and payable out of or in respect of, or become a lien onupon, the Demised Premises or any part thereof or any appurtenance theretothereto (collectively, the income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premises, and such franchises as may be appurtenant to the use of the Demised Premises, this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Demised Premises, (all such taxes, assessments, rents, rates, excises, levies, fees and other charges being hereinafter referred to as "ImpositionsIMPOSITIONS", and individually, an ----------- "IMPOSITION"). If, by law, any of Imposition may be paid in installments, Tenant ---------- may pay the same being hereinafter referred to as an "Imposition"). SECTION 3.02in the minimum installments permitted by the applicable - governmental entity. Nothing herein contained shall require Tenant 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 Landlord; provided, however, that if at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof 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 on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, 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 Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same only such installments as herein provided in respect of the payment of Impositions. Nothing herein shall require Tenant to pay any portion of the Impositions in respect become - due during Tenant's lease of the Demised Premises during the Term of this Lease. - All Impositions for the fiscal or tax years in which the Term of this Lease ends shall be payable by the Ground Lessor except to the extent apportioned so that Landlord, as Ground Lessee, shall be obligated to pay, or reimburse the Ground Lessor for the payment of, the same. 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 to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any 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 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, interest, penalties or other 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and only the portion thereof payable by Tenant pursuant heretowhich corresponds with the portion of said year as is within the Term.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections Tenant shall pay (except as hereinafter provided in SECTIONS 3.02 and 3.04 hereof), Tenant 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all other taxes, assessments, water and sewer rents, ratesrates and charges, transit taxes, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever which at any time prior to or during the term of this lease Lease Term 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, (i) the Demised Premises or any part thereof or any appurtenance appurtenances thereto, (ii) the rent, income or other payments received from any subtenant by Tenant or Total Subtenantanyone claiming by, through or under Tenant, (iii) any use or occupation of the Demised Premises, and ; (iv) such franchises as may be appurtenant to the use of the Demised Premises, ; and (v) this transaction or any document to which Tenant is a party party, creating or transferring an interest or estate in the Demised Premises, ; (all such taxes, assessments, rents, rates, excises, levies, fees and other charges being collectively hereinafter referred to as the "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 corporation 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 (a) if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise that option and shall pay such installments as they become due with any time interest thereon during the term Lease Term before any fine, penalty, further interest or cost may be added thereto. The amount of any such installment which becomes due and payable after the 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 the methods of taxation prevailing at the commencement SECTION 3.01, relating to a fiscal period of the term hereof shall be altered so as to cause the whole or any part taxing authority, less than all 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 on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, 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 which period is included within the term "Impositions" for the purposes hereofLease Term, to the extent that whether or not such Impositions would be payable if the Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. 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. 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 to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any 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 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, interest, penalties or other 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.-4-

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof, Section 4.1 Tenant shall pay to LandlordLandlord as an additional rent promptly upon receipt of invoices from Landlord (except as hereinafter in Section 4.2 hereof provided), 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and non-payment thereof its proportionate share (ARTICLE 2 TENANT'S PROPORTIONATE SHARE OF THE BUILDING) of all other taxes, assessments, rents, rates, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever which at any time prior to or during the term of this lease Lease may be assessed, levied, confirmed, imposed upon, upon or grow or become due and payable out of or in respect of, or become a lien on, the land and buildings and improvements of which the Demised Premises are a part, or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premises, and such franchises as may be appurtenant to the use of the Demised Premises, this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Demised Premisesthereof, (all such taxes, assessments, rents, rates, excises, levies, fees and other charges 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 any assessments levied upon Tenant's stock of merchandise, fixtures, furnishings, furniture, equipment, supplies and other property located on or used in connection with the same being hereinafter referred to as an "Imposition")Demised Premises and of all privilege and business licenses, fees, taxes and similar charges. SECTION 3.02. Section 4.2 Nothing herein contained shall require Tenant to pay municipal, state or federal income taxes or corporation franchise or excess profits taxes or estate, inheritance, succession or transfer taxes or capital levies assessed against Landlord, municipal, state or federal franchise taxes imposed upon Landlordany corporate owner of the fee of the Demised Premises; provided, provided however, that if at any time during the term of this lease Lease the methods of taxation prevailing at the commencement of the term hereof 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 or imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom, or as any other tax, corporation franchise tax, assessments, levy (including but not limited to be measured by any municipal, state or basedfederal levy), in whole imposition or in partcharge, upon the Demised Premises and imposed upon Landlordor any part hereof, then all such taxes, assessments, levies, impositions 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 purpose hereof, to the extent that such Impositions would be payable if the Demised Premises were the only property of the Landlord subject to such Impositions, and the Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Nothing herein shall require Tenant . Section 4.3 Landlord will have the right, but not the obligation, to pay any portion institute an action or actions seeking a reduction in the valuation of the Impositions in respect land and building of which the Demised Premises which shall be payable by the Ground Lessor except are a part as it is asessed for tax purposes, or to undertake to settle formally or informally issues relating to the extent same. In the event that Landlord, as Ground Lessee, shall be obligated to pay, the Landlord institutes such an action or reimburse the Ground Lessor for the payment ofactions or undertakes such settlement discussions, the same. 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) will be responsible to pay to Landlord, at least 5 days before as additional rent, its proportionate share (ARTICLE 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 would otherwise be payable pursuant but in an amount not to Section 3.01 hereof exceed the cumulative 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 tax savings (Tenant. SECTION 3.04. Tenant shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof's proportionate share) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any 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 effected by the Ground Lease action or actions, or discussions regardless of the Ground Lessornumber of years of savings effected by the action (as by application of the "freeze act"), and Tenant shall furnish regardless of whether the Ground Lessor with such indemnities as may be required by tax savings are in the Ground Lease form of a refund or the Ground Lessor, (c) such postponement credit against future taxes 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 chargesotherwise. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part 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, interest, penalties or other 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 Anything above 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 3contrary notwithstanding, Tenant shall not be obligated to make any payments in respect effect settlement of any Impositions pursuant hereto until the rendition by Landlord issues relating to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant heretotaxation without Landlord's prior written approval.

Payment of Taxes, Assessments, etc. SECTION Section 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof, Tenant shall pay to Landlordpay, 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law thereto for the nonpayment non-payment thereof, any all real estate and all other personal property taxes, assessments, rentswater and sewer rates and charges, ratesany vault charges, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental levies and charges, general and special, ordinary and extraordinary, unforeseen and as well as foreseen, of any kind and nature whatsoever (collectively, "Impositions") which at any time prior to or are imposed and become a lien upon the Premises during the term Term hereof, or which become payable, during the Term of this lease Lease; provided, that if, by law, any Imposition is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), Tenant may pay the same (and any accrued interest on the unpaid balance) in installments and shall pay only such installments as may become due during the Term of this Lease as the same respectively become 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 Term hereof and a part of which is included in a period of time before the Commencement Date or after the termination of this Lease, shall (whether or not such Imposition shall be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien on, upon the Demised Premises or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premises, or shall become payable during the Term hereof) be appropriately pro-rated between Landlord and Tenant. Tenant shall pay such franchises as may be appurtenant Impositions to the use appropriate taxing authority and shall, upon request of the Demised PremisesLandlord, this transaction or any document to which Tenant is provide Landlord with evidence of payment on a party creating or transferring an interest or 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")timely basis. SECTION Section 3.02. Nothing herein contained in this Lease shall require Tenant to pay income taxes or corporation franchise or excess profits taxes or any franchise, corporate, estate, inheritance, succession succession, capital levy, stamp or transfer taxes or capital levies assessed against or imposed upon tax of Landlord; provided, however, that if at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so as to cause the whole or any part of the taxesincome, assessmentsexcess profits, leviesgross receipts or revenue tax or any other tax, impositions assessment, charge 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 on the rents received therefrom, or to be measured by or based, in whole or in part, levy upon the Demised Premises and imposed upon Basic Rent, (collectively called "Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof so levied, assessed, imposed, measured or based, 's Impositions") nor shall any of Landlord's Impositions be deemed to be included within the term "Impositions" for the purposes hereof, to the extent that such Impositions would be payable if the Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. 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. 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 required to be paid by Tenant pursuant to said Sectionhereunder. Section 3.03. Tenant will furnish to Landlord shall pay all Landlord's Impositions which are or become payable during the Term of this Lease and which could, promptly after 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, 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 Section 3.04. Tenant shall furnish to Landlord within thirty (30) days after the date when any Imposition is payable, official receipts of the appropriate taxing authority, or other evidence reasonably satisfactory to Landlord, evidencing the payment thereof. Landlord shall furnish to Tenant within thirty (30) days after the date when any Landlord Imposition is payable, official receipts of the appropriate taxing authority, or other evidence reasonably satisfactory to Tenant, evidencing the payment thereof. Section 3.05. Tenant and Landlord shall each have the right 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 faith proceedings, and, notwithstanding Sections 3.01 and (if 3.03, Tenant may defer payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) Landlord may postpone or defer payment of such Landlord's Impositions if prior to the due date of Landlord's Impositions or Imposition, provided that (a) neither Landlord or Tenant, whichever is contesting the Demised Premises nor any part thereof wouldImposition or Landlord's Impositions, 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 demonstrate to 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, other its ability 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 pay the amount so contested and unpaidcontested, together with all any interest and penalties in connection therewith and all any other charges that which may or might be assessed against or become a charge on the Demised Premises or any part thereof in such said 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 or Landlord shall pay the amount of such Imposition or Landlord's Impositions or part 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, interest, penalties or other 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/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 its namename if required by law. Landlord shall not ultimately be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings, proceedings with respect to any Imposition unless Landlord 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 and or expenses, except in the case of such intervention. Tenant shall be entitled to receive any refund of any such Imposition and penalties or interest thereon received by Landlord which have been paid by Tenant, or which have been paid by Landlord but previously and for which Landlord has been reimbursed in full by Tenant, . Landlord shall be entitled to receive any refund of Landlord's Impositions and which, in either event, shall not be payable to the Ground Lessorany penalties or interest thereon. SECTION Section 3.06. Tenant mayAny certificate, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a advice or ▇▇▇▇ therefor, showing nonpayment of an Imposition or Landlord's Imposition received from the aggregate amount appropriate official designated by law to make or issue the same or to receive payment of any Imposition 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 Imposition and the portion thereof payable by Tenant pursuant heretocertificate, advice or ▇▇▇▇.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof, 5.1 Tenant shall pay or cause to Landlordbe paid, at least 5 days before the last date when the same may be paid by Landlord pursuant to Paragraph First of the Ground Leaseas Additional Rent, all amounts payable by Landlord pursuant real estate taxes, special assessments and all other public or governmental charges of any nature (all of which are sometimes referred to said Paragraph herein as the "Impositions"), now or hereafter imposed, assessed, levied or becoming a charge or lien upon the Demised Premises or now or hereafter arising in respect of taxesthe occupancy, charges, assessments, and water and sewer rents and Tenant shall also pay before any fine, penalty, interest use or cost may be added theretopossession of, or become due or be imposed by operation of law for any activity conducted on the nonpayment thereofDemised Premises, at any and all other times during the Term of this Lease Agreement. Tenant shall pay all real estate taxes, assessmentswhether heretofore or hereafter levied or assessed upon the Demised Premises, rentsor any portion thereof, rates, charges for public utilities, excises, levies, vault which are due and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever which at any time prior to or payable during the term of this lease may be assessed, levied, confirmed, imposed upon, or grow or become due Lease Agreement and payable out relating to any period contained within the Term of or in respect of, or become a lien on, the Demised Premises or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premises, and such franchises as may be appurtenant to the use of the Demised Premises, this transaction or any document to which Tenant is a party creating or transferring an interest or 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")Lease Agreement. SECTION 3.02. Nothing herein contained shall require Tenant 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 Landlord; provided, however, that if at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof 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 on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, 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 Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. 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. 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. 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 and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer faith, but only after payment of such Imposition, provided that (a) neither the Demised Premises nor any part thereof wouldor if available by local law, by reason of after posting 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 collateral as may be required by the Ground Lease or the Ground Lessor, (c) such postponement or deferment (if authorized in respect lieu 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 proceedingspayment, or shall have furnished by such other procedure 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 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, interest, penalties or other 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. consent. 5.3 If, at any time during the continuance Term of such proceedingsthis Lease Agreement, Landlord under the laws of the State of Missouri or any political subdivision thereof, a tax or excise on rents or upon the renting or leasing provided for herein or contemplated hereby, 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 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 requestbe made before the same become delinquent, and upon failure 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 any mortgagee of the Demised Premises, Tenant so shall pay to doLandlord or such mortgagee, as the case may be, the amount theretofore deposited may be applied by Landlord to the payment, removal known or estimated yearly real estate taxes 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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 assessments payable to the Ground Lessor. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the rights of Landlord provided for in Paragraph FIRST of the Ground Lease with respect to arbitration the Demised Premises in monthly payments equal to one-twelfth (1/12) of disagreements as the known or estimated yearly real estate taxes and assessments next payable with respect to the amount of Impositions payable by the Ground LesseeDemised Premises. SECTION 3.07. Notwithstanding the foregoing provisions of this Article 3, Tenant shall not be obligated to make any payments in respect of any Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject 4.1 Tenant covenants and agrees to pay during the provisions term of Sections 3.02 and 3.04 hereofthis Lease Agreement, Tenant shall pay to Landlordas Additional Rent, 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law thereto for the nonpayment thereof, any and all other real estate taxes, special assessments, rentswater rates and charges, ratessewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, excisesstreet lighting, excise levies, vault and all other license and permit fees and 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 and or special, ordinary and or extraordinary, foreseen or unforeseen and foreseen(all of which are sometimes herein referred to as "Impositions"), of any kind and nature whatsoever which at any time prior to or during the term of this lease may have 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 Premises, or any part thereof portion thereof, or any appurtenance thereto, the rents or income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premisestherefrom, and such franchises 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 transaction Lease Agreement shall be laid, assessed, levied or any document to which Tenant is imposed upon or become payable or become a party creating or transferring an interest or estate in lien upon 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 corporation franchise or excess profits taxes or estate, inheritance, succession or transfer taxes or capital levies assessed against or imposed upon Landlordportion 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 time 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 Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the methods of taxation prevailing at unpaid balance) which are payable after the commencement termination date of the term hereof of this Lease Agreement. Tenant shall be altered so as to cause the whole or any part of the pay all real estate taxes, assessments, levies, impositions or charges now whether heretofore or hereafter levied, levied or assessed or imposed on real estate and the improvements thereon to be levied, assessed and imposed, wholly or partially on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, then all such taxes, assessments, levies, impositions or chargesPremises, or any portion thereof, which are due and payable during the part thereof so leviedterm of this Lease Agreement. Anything herein to the contrary notwithstanding, assessed, imposed, measured or based, Landlord shall be deemed pay that portion of the real estate taxes and installments of special assessments due and payable in respect to be included the Demised Premises during the year the Term ends which the number of days in said year not within the term "Impositions" for the purposes hereof, of this Lease Agreement bears to the extent that such Impositions would be payable if the Demised Premises were the only property of Landlord subject to such Impositions365, and Tenant shall pay the balance of said real estate taxes and discharge the same as herein provided in respect installments of the payment of Impositions. 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 samespecial assessments during said years. 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. 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 and (if 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 hereof, Tenant may postpone or defer payment of such Imposition, provided that (a) Imposition if neither the Demised Premises nor any part portion 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 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 or penalties, fines, and other liabilities liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, andpenalty, 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, fine and upon failure of Tenant so to do, the amount theretofore deposited may be applied interest thereon received by Landlord to the payment, removal and discharge of such Imposition, and the interest and penalties which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be returned to full by Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in Section 3.04 hereof this Paragraph 4.2 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 and/or or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord's name and Tenant shall reimburse Landlord shall not ultimately be subjected for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to any liability for 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 costs or expenses in connection with any such proceedings, and Tenant shall indemnify and save harmless Landlord from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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 LessorImposition. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.

Payment of Taxes, Assessments, etc. SECTION Section 3.01. Subject Lessee will pay or cause to the provisions of Sections 3.02 and 3.04 hereof, Tenant 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(except as hereinafter in Section 3.02 hereof provided), all amounts payable by Landlord pursuant to said Paragraph in respect of taxes, charges, assessments, and water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law thereto for the nonpayment non-payment thereof, any and all other taxes, assessments, water and sewer rents, ratesrates and charges, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen foreseen and foreseenunforeseen, of any kind and nature whatsoever which at any time prior to or during the term of this lease Lease may have 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, the Demised Premises Property or any part thereof or any appurtenance thereto, the rent and income received by Lessee from any subtenant or Total Subtenantsubtenants of the Building, any use or occupation of the Demised PremisesProperty, and such franchises as may be appurtenant to the use of the Demised PremisesProperty, this transaction or any document to which Tenant Lessee is a party party, creating or transferring an interest or estate in the Demised PremisesProperty, (all such taxes, assessments, water and sewer rents, ratesrates 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 (a) if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such 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 due and before any fine, penalty, further interest or cost may be added 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 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 of Lessee’s covenants, agreements and undertakings in this Lease provided. SECTION Section 3.02. Nothing herein contained shall require Tenant Lessee to pay municipal, state or federal income taxes assessed against Lessor, municipal state or corporation franchise or excess profits taxes or federal capital levy, estate, inheritancesuccession, succession inheritance or transfer taxes or capital levies assessed against or of Lessor, corporation franchise taxes imposed upon Landlordany corporate owner of the fee of the Demised Premises other than as measured by the value of the Building, or any income, 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 the methods of taxation prevailing at the commencement of the term hereof shall be altered so as to cause Lease 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 shall be levied, assessed and imposed, imposed wholly or partially as a capital levy or otherwise on the rents received therefrom, or to if any tax, corporation franchise tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or based, in whole or in part, upon the Demised Premises Building and shall be imposed upon LandlordLessor, then all such taxes, assessments, levies, impositions or charges, charges or the part thereof so levied, assessed, imposed, measured or based, based shall be deemed to be included within the term "“Impositions" ” for the purposes hereof, to the extent that such Impositions tax would be payable payable, if the Demised Premises were the only property of Landlord the Lessor subject to such Impositionstax, and Tenant shall Lessee will pay and discharge the same as herein provided in respect of the payment of Impositions. Section 3.03. 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 payupon request of Lessor, or reimburse the Ground Lessor for the payment of, the same. 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 LandlordLessor and, promptly 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, 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 Section 3.04. Tenant Lessee shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if but only after payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof) , in which event, notwithstanding the provisions of Section 3.01 or 3.03 hereof, Lessee may postpone or defer payment of such Imposition, provided thatImposition if (a) neither the Demised Premises Property nor any part thereof would, would by reason of such postponement or deferment, deferment be in danger of being forfeited or lost,, and (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 Lessee shall have deposited with Landlord 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 Property 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 Lessee shall pay the amount of such Imposition or part 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, interest, penalties or other liabilities in connection therewith, and, upon such payment, Landlord shall 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, 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 Lessor shall deem any the amount deposited as aforesaid insufficient, Tenant Lessee shall, upon demand, make an additional deposit, as aforesaid, of such additional sum as Landlord Lessor reasonably may request, and upon failure of Tenant Lessee so to do, the amount theretofore deposited may be applied by Landlord 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 returned to TenantLessee. 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 proceeding in the nature of certiorari which Lessor or Lessee may institute, or payable by reason of compromise or settlement of any such proceeding, may be based upon a payment made by anyone other than Lessor and shall not relate to a period as to which apportionment thereof has been 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 connection therewith. SECTION Section 3.05. Landlord Lessor shall not be required to join in any proceedings referred to in 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 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 its name. Landlord Lessor shall not ultimately be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings, and Tenant shall Lessee will indemnify and save harmless Landlord Lessor from any such costs and expenses. Tenant Lessee shall be entitled to any refund of any Imposition and penalties or interest thereon received by Landlord Lessor which have been paid by TenantLessee, or which have been paid by Landlord Lessor but previously reimbursed in full by Tenant, and which, in either event, shall not be payable to the Ground Lessor. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 3.07Section 3.06. Notwithstanding the foregoing provisions of this Article 3The certificate, Tenant shall not be obligated to make any payments in respect of any Impositions pursuant hereto until the rendition by Landlord to Tenant of a advice or ▇▇▇▇ thereforof the appropriate official designated by law to make or issue the same or to receive payment of any Imposition, showing the aggregate amount of non-payment of such Imposition shall be prima facie evidence that such Imposition is due and unpaid at the portion thereof time of the making or issuance of such certificate, advice or ▇▇▇▇. 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 Tenant 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 heretoto, Section 22.01 hereof, and Lessor shall thereupon pay such sum to such person or entity.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof, 6.1 Tenant shall pay or cause to Landlordbe paid, at least 5 days before the last date when the same may be paid by Landlord pursuant to Paragraph First of the Ground Leasebecome delinquent, all amounts payable by Landlord pursuant to said Paragraph in respect of taxes, chargesassessments (including but not limited to, assessmentsall assessments for public improvement or benefit), and water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all other taxes, assessments, rents, rates, rates and charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, charges of any kind and nature whatsoever whatsoever, which at any time prior to or during the term of this lease may have been or may be assessed, levied, confirmed, imposed upon, or grow grown or become due and or payable out of or in respect of, or become a lien on, on the Demised Premises or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premises, and such franchises as may be appurtenant to the use of the Demised Premises, this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Demised Premises, (all such taxes, assessments, rents, rates, excises, levies, fees and other charges described in this Section 6.1 being hereinafter referred to as "Impositions", and any of the same being hereinafter referred to as an "Imposition"). SECTION 3.02. Nothing herein contained 6.2 Tenant, upon request of Landlord, shall require Tenant furnish to pay income taxes or corporation franchise or excess profits taxes or estateLandlord prior to the date on which any Imposition would become delinquent, inheritance, succession or transfer taxes or capital levies assessed against or imposed upon Landlord; provided, however, that if at any time during the term of this lease the methods of taxation prevailing at the commencement official receipt of the term hereof 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 on the rents received therefromappropriate taxing authority, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, 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 Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. 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. 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 other evidence satisfactory to Landlord, at least 5 days before evidencing 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. 6.3 Tenant shall have the right 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 and (if payment of such Imposition would operate so long as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor not any part thereof would, would by reason of such postponement or deferment, deferment be in imminent 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 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, interest, penalties or other 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 returned to Tenant SECTION 3.05. 6.4 Landlord shall not be required to join in any proceedings proceeding referred to in Section 3.04 hereof Sections 6.3 or 6.4 unless the Ground Lease or in Tenant's reasonable opinion, the provisions of any applicable law, rule or regulation at the time in effect shall require that such proceedings a proceeding be brought by 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 its Landlord's name, upon compliance by Tenant with such requirements as Landlord may reasonably impose. Tenant covenants that Landlord shall not ultimately be subjected to any liability for the payment of suffer or sustain any costs or expenses (including, but not limited to, counsel fees) or any liabilities in connection with Landlords' participation in any such proceedings, and Tenant shall indemnify and save harmless Landlord from any such costs and expensesproceedings relating to the Demised Premises. Tenant shall be entitled to any refund of any Imposition and penalties or and interest thereon received by Landlord which have been paid by Tenant, or which shall have been paid by Landlord but and previously reimbursed in full by Tenant, and which, in either event, shall not be payable to the Ground Lessor. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject 4.1 Tenant covenants and agrees to pay during the provisions term of Sections 3.02 and 3.04 hereofthis Lease Agreement, Tenant shall pay to Landlordas Additional Rent, 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law thereto for the nonpayment thereof, any and all other real estate taxes, special assessments, rentswater rates and charges, ratessewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, excisesstreet lighting, excise levies, vault and all other license and permit fees and 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 and or special, ordinary and or extraordinary, foreseen or unforeseen and foreseen(all of which are sometimes herein referred to as "Impositions"), of any kind and nature whatsoever which at any time prior to or during the term of this lease may have 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), or any part thereof portion thereof, or any appurtenance thereto, the rents or income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premisestherefrom, and such franchises 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 transaction Lease Agreement shall be laid, assessed, levied or any document to which Tenant is imposed upon or become payable or become a party creating or transferring an interest or estate in lien upon the Demised Premises, (all such taxes, assessments, rents, rates, excises, levies, fees and other charges being hereinafter referred to as "Impositions", and or 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 corporation franchise or excess profits taxes or estate, inheritance, succession or transfer taxes or capital levies assessed against or imposed upon Landlordportion 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 time 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 Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the methods of taxation prevailing at unpaid balance) which are payable after the commencement termination date of the term hereof of this Lease Agreement. Tenant shall be altered so as to cause the whole or any part of the pay all real estate taxes, assessments, levies, impositions or charges now whether heretofore or hereafter levied, levied or assessed or imposed on real estate and the improvements thereon to be levied, assessed and imposed, wholly or partially on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, then all such taxes, assessments, levies, impositions or chargesPremises, or any portion thereof, which are due and payable during the part thereof so leviedterm of this Lease Agreement. Anything herein to the contrary notwithstanding, assessed, imposed, measured or based, Landlord shall be deemed pay that portion of the real estate taxes and installments of special assessments due and payable in respect to be included the Demised Premises during the year the Term ends which the number of days in said year not within the term "Impositions" for the purposes hereof, of this Lease Agreement bears to the extent that such Impositions would be payable if the Demised Premises were the only property of Landlord subject to such Impositions365, and Tenant shall pay the balance of said real estate taxes and discharge the same as herein provided in respect installments of the payment of Impositions. 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 samespecial assessments during said years. 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. 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 and (if 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 hereof, Tenant may postpone or defer payment of such Imposition, provided that (a) Imposition if neither the Demised Premises nor any part portion 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 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 or penalties, fines, and other liabilities liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, andpenalty, 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, fine and upon failure of Tenant so to do, the amount theretofore deposited may be applied interest thereon received by Landlord to the payment, removal and discharge of such Imposition, and the interest and penalties which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be returned to full by Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in Section 3.04 hereof this Paragraph 4.2 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 and/or or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord's name and Tenant shall reimburse Landlord shall not ultimately be subjected for any costs or expenses Landlord may incur as a result of such joinder or permission. 4.3 Tenant covenants to any liability for 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 costs or expenses in connection with any such proceedings, and Tenant shall indemnify and save harmless Landlord from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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 LessorImposition. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject 4.1 Tenant covenants and agrees to pay during the provisions term of Sections 3.02 and 3.04 hereofthis Lease Agreement, Tenant shall pay to Landlordas Additional Rent, 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law thereto for the nonpayment thereof, any and all other real estate taxes, special assessments, rentspersonal property taxes, rateswater 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, excisesstreet lighting, excise levies, vault and all other license and permit fees and 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 and or special, ordinary and or extraordinary, foreseen or unforeseen and foreseen(all of which are sometimes herein referred to as "Impositions"), of any kind and nature whatsoever which at any time prior to or during the term of this lease may have 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), or any part thereof portion thereof, or any appurtenance thereto, the rents or income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premisestherefrom, and such franchises 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 transaction Lease Agreement shall be laid, assessed, levied or any document to which Tenant is imposed upon or become payable or become a party creating or transferring an interest or estate in lien upon the Demised Premises, (all such taxes, assessments, rents, rates, excises, levies, fees and other charges being hereinafter referred to as "Impositions", and or 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 corporation franchise or excess profits taxes or estate, inheritance, succession or transfer taxes or capital levies assessed against or imposed upon Landlordportion 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 time 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 Lease Agreement. Landlord shall pay all installments of special assessments (including interest accrued on the methods of taxation prevailing at unpaid balance) which are payable after the commencement termination date of the term hereof 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 on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, 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 Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. 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. 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 to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any 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 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, interest, penalties or other 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.Lease

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof, Tenant Lessee shall pay or cause 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(except as hereinafter in Section 3.02 hereof provided), all amounts payable by Landlord pursuant to said Paragraph in respect of taxes, charges, assessments, and water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all other real estate taxes, assessments, sewer rents, rates, charges for public utilitieswater meter and water charges, excises, levies, vault license and permit fees, charges for public utilities and all other license charges or burdens of whatsoever kind and permit fees nature, without particularizing by any known name or by whatever name hereafter called, and other governmental chargeswhether any of the foregoing be radical, general and or special, ordinary and or extraordinary, unforeseen and foreseenforeseen or unforeseen, of any kind and nature whatsoever which at any time prior to or during the term of this lease Lease may have 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, the Demised Premises or any part thereof thereof, or any appurtenance thereto, the rent or income received from any subtenant sublessee of the whole of the Demised Premises (hereinafter called “Sublessee”), space lessees or Total Subtenantlicensees, any use or occupation occupancy of the Demised Premises, Premises and such rights, obligations, easements, licenses and franchises as may now or hereafter be appurtenant to appurtenant, or appertain to, the use of the Demised Premises, this transaction or any document to which Tenant Lessee is a party or successor in interest, creating or transferring an estate or interest or estate in the Demised Premises, and the vaults and spaces contiguous thereto (all such real estate taxes, assessments, sewer rents, rateswater meter and water charges, excises, levies, fees 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 one of the same being hereinafter referred to as an "“Imposition"”); provided, however, that (a) if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same, including any accrued interest on the unpaid balance of such 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 due and before any fine, penalty, further interest or cost may be added 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 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 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 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 Demised Premises, 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 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 herein in this Lease contained shall require Tenant Lessee to pay municipal, state or federal income taxes or corporation franchise or excess profits taxes assessed against Lessor, or municipal, state or federal capital levy, estate, inheritancesuccession, succession inheritance or transfer taxes of Lessor, or capital levies assessed against or corporation franchise taxes imposed upon Landlordany corporate owner of the fee of the Demised Premises; provided, however, that if that, if, at any time during the term of this lease 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, impositions charges, or charges any other Imposition 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, 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, based in whole or in part, upon the Demised Premises Premises, or the value thereof, and shall be imposed upon LandlordLessor, then all such taxes, assessments, levies, impositions charges or chargesother Impositions, 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 the same would be payable if the Demised Premises were the only property of Landlord Lessor subject to such Impositionsthereto, and Tenant Lessee shall pay and discharge the same as herein provided in respect of the payment of Impositions. 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 sameother Imposition. SECTION 3.03. Landlord mayLessee shall furnish to Lessor within sixty (60) days after the date when any Imposition would become delinquent, 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 receipts of the Ground Leaseappropriate taxing or other authority, or (b) other evidence satisfactory to pay to LandlordLessor, at least 5 days before evidencing 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 Lessee shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if 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 Sections 3.01 and 3.03 hereof, Lessee may postpone or defer payment of such Imposition, provided thatImposition if (a) neither the Demised Premises nor any part thereof would, would by reason of such postponement or deferment, deferment be in danger of being forfeited or lost,, and (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 Lessee shall have deposited with Landlord 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, or shall have furnished during the continuance of such proceedings, Lessor shall, from time to Landlord security time, deem the amount deposited, as aforesaid, insufficient, the Lessee shall, upon demand, make additional deposits of such additional sums as Lessor may reasonably satisfactory request, and, upon failure of Lessee so to Landlord sufficient do, the amounts theretofore deposited may be applied by Lessor to cover said amountthe payment, interestremoval and discharge of such Imposition, and the interest and penalties in connection therewith and chargesany 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 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 counsel fees, interest, penalties or and any other liabilities liability in connection therewith, and, upon such payment, Landlord Lessor shall return, without interest, any amount all amounts deposited with it with respect to such Imposition as aforesaid, or, at the written request direction of TenantLessee, Landlord Lessor 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 returned to TenantLessee. SECTION 3.05. Landlord Lessor shall not be required to join in any proceedings referred to in Section 3.04 hereof unless the Ground Lease or the provisions of any applicable law, rule or regulation regulation, at the time in effect shall require that such proceedings be brought by and/or or in the name of LandlordLessor, in which event Landlord Lessor shall join in such proceedings or permit the same to be brought in its nameLessor’s name upon compliance with such conditions as Lessor may reasonably require. Landlord Lessor shall not ultimately be subjected to any liability for the payment of any fees, including reasonable counsel fees, costs or expenses in connection with any such proceedings. Lessee agrees to pay all such fees, and Tenant shall indemnify and save harmless Landlord from any such including reasonable counsel fees, costs and expensesexpenses or, on demand, to make reimbursement to Lessor for such payment. Tenant Lessee shall be entitled to any refund of any Imposition and penalties or and interest thereon received by Landlord Lessor which have been paid by TenantLessee, or which have been paid by Landlord Lessor but for which Lessor has been previously reimbursed in full by TenantLessee, 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 which, in either event, shall not be payable to the Ground Lessorgood faith. SECTION 3.06. Tenant mayThe certificate, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any advice or ▇▇▇▇ of the rights appropriate official designated by law to make or issue the same or to receive payment of Landlord provided for in Paragraph FIRST any Imposition may be relied on by the Lessor as sufficient evidence that such Imposition is due and unpaid at the time of the Ground Lease with respect to arbitration making or issuance of disagreements as to the amount of Impositions payable by the Ground Lesseesuch certificate, advice or ▇▇▇▇. SECTION 3.07. Notwithstanding Lessor appoints Lessee the foregoing 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 Article 3, Tenant 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 not be obligated refuse to make any payments in respect of any Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount accept payment of such Imposition sum from Lessee, Lessee shall thereupon give written notice of such fact to Lessor and shall pay such sum directly to Lessor at the portion thereof payable by Tenant address specified in, or, if that address has been changed, at such address as shall have been designated pursuant heretoto Article 22 of this Lease, and Lessor shall thereupon pay such sum to such person or entity.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject : Lessee covenants and agrees to pay (subject to Section 1.02), and to pay prior to the provisions of Sections 3.02 and 3.04 hereof, Tenant shall pay to Landlord, at least 5 days before the last date time 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, thereto for non-payment or become due or be imposed by operation of law for the nonpayment late payment thereof, any all ad valorem real estate taxes and tangible personal property taxes (including but not limited to 1980 taxes in full); all assessments, water and sewer rates and charges, and all other taxes, assessments, rents, rates, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and as well as foreseen, of any kind and nature whatsoever which are or may become against the Property (or the sidewalks or streets in front of or adjoining the Demised Premises) or any part thereof (all of which taxes, assessments, water and sewer rates or charges, and other governmental charges are in this Lease sometimes referred to as "impositions"), which are assessed, levied, confirmed, imposed, become a lien, or become payable during the Lease Term; provided however, that if, by law, any such imposition may at the option of the payer be paid in installments (whether or not interest shall accrue on the unpaid balance of such imposition), Lessee may exercise the option to pay the same (and any time interest which accrues prior to or the expiration of the Lease Term on the unpaid balance of such imposition) in installments and, if said option be thus exercised, Lessee shall pay only such installments thereof as may become due during the term Lease Term as the same respectively become due and shall make such installment payments prior to the time any fine, penalty, interest or cost may be added thereto for the non-payment or late payment of any such installment and interest; and provided further, that any imposition relating to a fiscal period of the 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 may Lease, other than a termination of this Lease pursuant to Article 15 hereof, shall whether or not such imposition shall be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien on, the Demised Premises or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenant, any use or occupation of upon the Demised Premises, or shall become payable, during the Lease Term, be adjusted between Lessor and such franchises Lessee as may be appurtenant to the use of the Demised Premisesexpiration of the Lease Term, this transaction or any document to so that Lessor shall pay that portion of such imposition which Tenant is a party creating or transferring an interest or estate that part of such fiscal period included in the Demised Premises, (all period of time after the Lease Term bears to such taxes, assessments, rents, rates, excises, levies, fees and other charges being hereinafter referred to as "Impositions"fiscal period, and any Lessee shall pay the remainder thereof. Any fine, charge, cost, penalty, interest, fee or expense arising out of the same being hereinafter referred to as an "Imposition")Lessee's non-payment or late payment shall be borne by Lessee. SECTION 3.02. : Nothing herein in this Lease contained shall require Tenant Lessee to pay any income taxes or corporation franchise or tax, excess profits taxes tax, or estaterevenue tax of Lessor, inheritance, succession nor any stamp or transfer taxes tax of Lessor's (except on this Lease itself). No tax, assessment, charge or capital levies assessed against or imposed upon Landlord; provided, however, that if at any time during the term of this lease the methods of taxation prevailing at the commencement levy of the term hereof 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 on the rents received therefrom, or to be measured by or based, character hereinabove in whole or in part, upon the Demised Premises and imposed upon Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof so levied, assessed, imposed, measured or based, shall this Section 3.02 described be deemed to be included within the term "Impositionsimposition" for the purposes hereof, to the extent that such Impositions would be payable if the Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided defined in respect of the payment of Impositions. 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. 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 to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any 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 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, interest, penalties or other 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant heretoArticle.

Payment of Taxes, Assessments, etc. SECTION 3.011. Subject to the provisions of Sections 3.02 and 3.04 hereof, Tenant Lessee 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all other taxes, assessments, rents, rates, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, charges of any kind and or nature whatsoever (collectively, "Taxes") which at any time prior to or during the term 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, the Demised Premises or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenant, any use or occupation of the Demised Premises, and such franchises as may be appurtenant to the use of the Demised Premises, this transaction or any document to which Tenant is a party creating or transferring an interest or 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 corporation 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 at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof shall Lease may be altered so as to cause the whole or any part of the taxesassessed, assessments, levies, impositions or charges now or hereafter levied, assessed levied or imposed on real estate and by any governmental authority upon or with respect to the improvements thereon Demised Premises. It is intended that the Taxes to be levied, paid by Lessee hereunder shall include any taxes assessed and imposed, wholly or partially on against the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, 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, Lessor to the extent that such Impositions would be payable if they are measured by the value of the Demised Premises were or the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect value of the payment of Impositions. Nothing herein shall require Tenant to pay any portion interest of the Impositions Lessor in the Ground Lease. Lessor shall send Lessee a copy of any ▇▇▇▇ for Taxes and any other information accompanying such ▇▇▇▇ received by Lessor within ten (10) business days after Lessor receives such ▇▇▇▇. 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 such taxes may be assessed shall be paid in full by the Lessee. 2. Lessee shall timely pay all other charges, fees or assessments of the Port Authority (including Ground Rent and the Port Security charges) in respect of the Demised Premises which shall be payable or the use thereof 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. SECTION 3.033. 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 Lessee shall have the right to contest in good faith the amount or validity, in whole or in part, validity of any Imposition by appropriate proceedings diligently conducted Taxes or assessments required of it to be paid hereunder and the validity of any legislative or administrative action or rule requiring the payment thereof. If such payment may legally be held in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) abeyance, Lessee may postpone or defer payment of such Imposition, provided that (a) neither thereof until the Demised Premises nor any 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 final determination of any such proceedings, Tenant shall pay the amount of such Imposition or part 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, interest, penalties or other 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 anything herein to the paymentcontrary notwithstanding. 4. Nothing contained in this Lease shall require a party hereto to pay any estate, removal and discharge inheritance, succession, or transfer tax of such Impositionthe other party hereto, and the interest and penalties in connection therewith and nor to pay any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in Section 3.04 hereof unless the Ground Lease or the provisions taxes of any applicable law, rule kind whatsoever which are based upon or regulation at the time in effect shall require that such proceedings be brought measured by and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant income of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant party hereto.

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to the provisions of Sections 3.02 3.03 and 3.04 3.05 hereof, Tenant Sublessee shall pay to Landlordor deposit, at least 5 days before the last date when times and in the same may be paid by Landlord pursuant to Paragraph First of the Ground Leasemanner hereinafter specified, all amounts payable by Landlord Tenant pursuant to said Paragraph Section 3.01 of the Mesne Lease in respect of taxes, charges, assessments, assessments and water and sewer rents rents; and Tenant Sublessee shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all other taxes, assessments, rents, rates, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever whatsoever, which at any time prior to or during the term 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, the Demised Premises or any part thereof or any appurtenance thereto, the income received from any subtenant or Total Subtenantsubtenants, any use or occupation of the Demised Premises, and such franchises as may be appurtenant to the use of the Demised Premises, CON 5024 PAGE 542 this transaction or any document to which Tenant Sublessee is a party creating or transferring an on interest or 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 of 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 Tenant 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 LandlordSublessor; provided, however, that if at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof 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, imposed wholly or partially on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon LandlordSublessor, 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 Demised Premises were the only property of Landlord Sublessor subject to such Impositions, and Tenant Sublessee shall pay and discharge the same as herein provided in respect of the payment of Impositions. CON 5024 PAGE 544 Nothing herein shall require Tenant Sublessee 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 LandlordSublessor, as Ground Lessee, Tenant under the Mesne Lease shall be obligated to pay, or reimburse the Ground Lessor Landlord for the payment of, the same. SECTION 3.033.04. Landlord Sublessor may, by written notice, require Tenant (a) Sublessee, from time to time, in lieu of 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 by Landlord to Ground Lessor 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 Sublessee will furnish to LandlordSublessor, promptly after payment thereof, receipts for all Impositions paid by Tenant Sublessee pursuant to this Article to persons other than LandlordSublessor. Landlord Sublessor will deliver to Tenant Sublessee copies of any bills or notices received by Landlord Sublessor with respect to any Impositions payable by TenantSublessee. To the extent that same is permissible under the Ground Lease and the Mesne Lease, Sublessee may, at its sole cost and expense, participate 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 the Ground Lessor, and the portion thereof payable by the Ground Lessee. SECTION 3.043.05. Tenant Sublessee shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any 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 by Landlord as Ground Lesseeunder the Mesne Lease) shall be permitted by the Ground Mesne Lease or the Ground Lessor, and Tenant Sublessee shall furnish the Ground Lessor with such all security and indemnities as may are required under the Mesne Lease to be required furnished by the Ground Lease or the Ground LessorTenant under such circumstances, (c) such postponement or deferment (if in respect of any Imposition payable by Landlord as Ground Lesseeunder the Mesne Lease) will entitle LandlordSublessor, as Ground LesseeTenant, to a corresponding postponement or deferment under the Ground Mesne Lease, and (d) in case of any such postponement or deferment, Tenant Sublessee shall have deposited with Landlord 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 Landlord Sublessor security reasonably satisfactory to Landlord 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 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, interest, penalties or other liabilities in connection therewith, and, upon such payment, Landlord Sublessor shall return, without interest, any amount deposited with it with respect to such Imposition as aforesaid, or, at the written request of TenantSublessee, Landlord Sublessor shall make available to TenantSublessee, upon such reasonable conditions as Landlord Sublessor 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 Sublessor shall deem any amount deposited as aforesaid insufficient, Tenant Sublessee shall, upon CON 5024 PAGE 546 demand, make an additional deposit, as aforesaid, of such additional sum as Landlord Sublessor reasonably may request, and upon failure of Tenant Sublessee so to do, the amount theretofore deposited may be applied by Landlord 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 returned to TenantSublessee. SECTION 3.053.06. Landlord Sublessor shall not be required to join in any proceedings referred to in Section 3.04 hereof unless the Ground 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 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 its name. Landlord Sublessor shall not ultimately be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings, and Tenant Sublessee shall indemnify and save harmless Landlord Sublessor from any such costs and expenses. Tenant Sublessee shall be entitled to any refund of any Imposition and penalties or interest thereon received by Landlord Sublessor which have been paid by TenantSublessee, or which have been paid by Landlord Sublessor but previously reimbursed in full by TenantSublessee, and which, in either event, shall not be payable to the Ground Lessor. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Sublessee shall not be obligated to make any payments in respect of any Impositions pursuant hereto until the rendition by Landlord Sublessor to Tenant Sublessee of a ▇▇▇▇ bill therefor, showing the aggregate amount of such Imposition Impositions and the portion thereof payable by Tenant Sublessee pursuant hereto., except that pending receipt by Sublessee of a bill for real estate taxes, Sublessee shall continue to make the tax deposits required by Section 3.02 hereof in the amounts payable during the preceding tax year. CON 5024 PAGE 547

Payment of Taxes, Assessments, etc. SECTION 3.01. Subject to Commencing as of the provisions of Commencement Date, and during the Lease Term, Tenant shall pay (except as hereinafter provided in Sections 3.02 and 3.04 hereof), Tenant 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 water and sewer rents and Tenant shall also pay before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, any and all other taxes, assessments, water and sewer rents, ratesrates and charges, transit taxes, charges for public utilities, excises, levies, vault and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever which at any time prior to or during the term of this lease Lease Term 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, : (i) the Demised Premises Property or any part thereof or any appurtenance appurtenances thereto, the income received from any subtenant or Total Subtenant, ; and (ii) any use or occupation of the Demised Premises, and such franchises as may be appurtenant to Property (collectively hereinafter the use of the Demised Premises, this transaction or any document to which Tenant is a party creating or transferring an interest or 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 corporation 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 at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof 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 on the rents received therefrom, or to be measured by or based, in whole or in part, upon the Demised Premises and imposed upon Landlord, 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 Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. 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.that: SECTION 3.03. Landlord may, by written notice, require Tenant (a) to pay directly to if, by law, any Imposition may at the Ground Lessor on or before the due date thereof all amounts payable by Landlord in respect of Impositions pursuant to Paragraph First option of the Ground Leasetaxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise that option and shall pay such installments as they become due with any interest thereon during the Lease Term before any fine, penalty, further interest or (b) cost may be added thereto. Provided the Property has not been transferred from Landlord to pay to Landlord, at least 5 days before the same would otherwise be payable Tenant pursuant to Section 3.01 hereof 1.03 above, the amount of any other Impositions to such installment which becomes due and payable after the expiration of the Lease Term shall 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 to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith and (if payment of such Imposition would operate as a bar to such contest or interfere materially with the prosecution thereof) may postpone or defer payment of such Imposition, provided that (a) neither the Demised Premises nor any part thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost,’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 Section 3.01, relating to a fiscal period of the taxing authority, less than all of which period is included within the Lease Term, whether or not such contest (if in respect of any Imposition payable by Landlord as Ground Lessee) shall be permitted by the Ground Lease or the Ground Lessorassessed, 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 Landlordlevied, as Ground Lesseeconfirmed, 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 imposed upon or become a charge on lien upon the Demised Premises or any part thereof in such proceedings, Property or shall have furnished become payable during the Lease Term, shall be adjusted between Landlord and Tenant as of the expiration of the Lease Term if the Property has not been transferred from Landlord to Tenant pursuant to Section 1.03 above. Provided the Property has not been transferred from Landlord security reasonably satisfactory to Landlord sufficient Tenant pursuant to cover said amount, interest, penalties and charges. Upon the termination of any such proceedingsSection 1.03 above, Tenant shall pay the amount that portion of such Imposition or part thereof as finally determined in such proceedingswhich relates to a portion of the Lease Term, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith, and, upon such payment, and Landlord shall return, without interest, any amount deposited with it with respect to such Imposition as aforesaid, or, at pay 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 returned to Tenant SECTION 3.05. Landlord shall not be required to join in any proceedings referred to in 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 and/or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall 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 from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest 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 Lessorremainder thereof. SECTION 3.06. Tenant may, in the name of, but without expense to Landlord, and after 10 days' prior written notice to Landlord, exercise any of the 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 Impositions pursuant hereto until the rendition by Landlord to Tenant of a ▇▇▇▇ therefor, showing the aggregate amount of such Imposition and the portion thereof payable by Tenant pursuant hereto.