Common use of Real Estate Taxes Clause in Contracts

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, pay and discharge all Real Estate Taxes (including personal property taxespayable or accruing for all period(s) within the Term, if any)before failure to pay creates a material risk to Landlord of forfeiture or penalty, assessments, water subject however to Tenant’s right of Contest as this Lease expressly provides. Tenant shall also pay all interest and sewer rent rates and charges, charges penalties any Government assesses for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, late payment of any kind whatsoever Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (collectively "Impositions"paid to Landlord by Tenant) assessed against in accordance with Tenant’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable xxxx that Landlord receives. In the Premises latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as of the Commencement Date, certain Real Estate Taxes are not payable with respect to the TermPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, but not incomeor fail to take any action (including, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt without limitation, the failure to cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of a xxxx therefor from LandlordEqualization), which xxxx shall contain a copy of result in the municipal or other taxing authority tax xxxx. Tenant shall be entitled Premises becoming subject to the benefit of any statute or ordinance permitting such Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Taxes; (c) Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, covenants and Tenant agrees that it shall not be responsible for take any such interest action, or penalty resulting from Landlord's delay fail to take any action, which shall result in payment of such amounts the Premises becoming subject to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any additional Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the TermTaxes; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.and

Real Estate Taxes. 5.1 Tenant shall paypay to Landlord, as additional rent, all Real Estate for each tax period partially or wholly included in the term, Tenant’s Percentage of Taxes (including personal property taxesas hereinafter defined). Tenant shall remit to Landlord, on the first day of each calendar month, estimated payments on account of Taxes, such monthly amounts to be sufficient to provide Landlord, by the time real estate tax payments are due and payable to any governmental authority responsible for collection of same, a sum equal to the Tenant’s Percentage of Taxes, as reasonably estimated by Landlord from time to time on the basis of the most recent tax data available. The initial calculation of the monthly estimated payments shall be based upon the Initial Estimate of Tenant’s Percentage of Taxes for the governmental authority’s fiscal tax period applicable to the Building (the “Tax Year”) and upon quarterly payments being due to the governmental authority on August 1, November 1, February 1 and May 1, and shall be made when the Commencement Date has been determined. If the total of such monthly remittances for any Tax Year is greater than the Tenant’s Percentage of Taxes for such Tax Year, Landlord shall promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this subsection 4.2.1, the difference; if anythe total of such remittances is less than the Tenant’s Percentage of Taxes for such Tax Year, Tenant shall pay the difference to Landlord at least twenty (20) days prior to the date or dates within such Tax Year that any Taxes become due and payable to the governmental authority (but in any event no earlier than twenty (20) days following a written notice to Tenant, which notice shall set forth the manner of computation of Tenant’s Percentage of Taxes). If, assessmentsafter Tenant shall have made reimbursement to Landlord pursuant to this subsection 4.2.1, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, Landlord shall receive a refund of any kind whatsoever (collectively "Impositions") assessed against the Premises portion of Taxes paid by Tenant with respect to any Tax Year during the Termterm hereof as a result of an abatement of such Taxes by legal proceedings, but not incomesettlement or otherwise (without either party having any obligation to undertake any such proceedings), franchise Landlord shall promptly pay to Tenant, or other taxes assessed credit against Landlord's income or profits. Such the next accruing payments shall to be made within thirty (30) days after receipt of a xxxx therefor from Landlordby Tenant pursuant to this subsection 4.2.1, which xxxx shall contain a copy the Tenant’s Percentage of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to refund (less the benefit of any statute or ordinance permitting Real Estate Taxes to be paid proportional, pro rata expenses, including attorneys’ fees and appraisers’ fees, incurred in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for connection with obtaining any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereofrefund), as assessed for Real Estate Tax purposes, relates to Taxes paid by appropriate proceedings diligently conducted in good faith. Tenant to Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to any Tax Year for which such refund is obtained. In the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if event this Lease shall have been terminated commence, or shall end (by reason of an Event expiration of Defaultthe term or earlier termination pursuant to the provisions hereof), on any date other than the first or last day of the Tax Year, or should the Tax Year or period of assessment of real estate taxes be changed or be more or less than one (1) year, as the case may be, then the amount of Taxes which may be payable by Tenant as provided in this subsection 4.2.1 shall be appropriately apportioned and adjusted.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to For each Tax Year falling within the Term, but not incomeTenant shall pay to Landlord, franchise as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other taxes assessed against Landlord's income or profitsperiod covered by the statement. Such payments shall be made within Within thirty (30) days after receipt the date of a xxxx therefor from Landlord, which xxxx shall contain a copy delivery of the municipal foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or other taxing authority fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax xxxx. fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the benefit net amount of any statute refund received or ordinance permitting Real Estate Taxes reduction obtained by Landlord to be paid in installments andthe extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon such electionthe written request of Tenant, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment who together with other tenants lease at least thirty fifty (3050%) days before of the installment may be paid to Total Rentable Floor Area of the taxing authority without interest or penaltyComplex, and Tenant shall not be responsible for any such interest or penalty resulting from at Landlord's delay election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in payment their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of such amounts to the taxing authority. 5.2 Tenant real estate taxes, then Landlord shall have the right to contest be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount or validityso to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in whole or in partthe aggregate, of any Real Estate Tax, or a sum equal to seek a reduction in the valuation of Landlord's Tax Expenses Allocable to the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 ten (10) days before the last day for filing an objection to on which such increase, then Tenant payments by Landlord would become delinquent. To the extent that real estate taxes shall not be responsible for paying any Real Estate Taxes payable to the extent they result from such increased assessment. Any refund of Real Estate taxes taxing authority in installments with respect to periods less than a Tax Year, the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes foregoing statement shall be apportioned between Landlord rendered and Tenant payments made on account of such installments. Terms used herein are defined as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.follows:

Real Estate Taxes. 5.1 a. Landlord, prior to the Rent Commencement Date, shall make a mailing address change on the property tax records so that the tax xxxx and tax notices for only the Leased Premises will be mailed to Tenant as of the Rent Commencement Date at the following address: Vitamin Cottage Natural Food Markets, Inc., 00000 X. Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000: attention Xxxxxx Xxxxx. If Landlord fails to cause such address change prior to the Rent Commencement Date, Landlord shall pay, as additional rent, all Real Estate Taxes (including personal property taxesbe solely obligated to pay increases, if any), assessments, water in such taxes occurring between the date of this Lease and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within date that is thirty (30) days after receipt the effective date of a such change of address, or increases in such taxes resulting from changes in the assessed value of the Leased Premises occurring between such dates. Prior to the date that the tax xxxx therefor from is mailed directly to Tenant pursuant hereto, Landlord, which xxxx prior to delinquency, shall contain send to Tenant a copy of the municipal or other taxing authority tax xxxx. xxxx for the Leased Premises. b. Upon receipt of the aforesaid tax bills, Tenant shall be entitled to pay, when due and before delinquency, the ad valorem real estate taxes (including all special benefit taxes and special assessments) levied and assessed against the Leased Premises, commencing with the Rent Commencement Date and continuing for the remainder of any statute the Term. However, the ad valorem taxes levied or ordinance permitting Real Estate Taxes to be paid assessed for the year in installments and, upon such election, Tenant's payments hereunder which Tenant commences paying Fixed Rent shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned prorated between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only such part thereof as pertains to the portion period commencing on the Rent Commencement Date, and the ad valorem taxes levied or assessed for the year during which this Lease expires or is terminated shall be prorated between Landlord and Tenant so that Tenant shall pay only such part thereof as pertains to the period commencing on January 1st and ending on the date this Lease expires or is terminated. In no event shall Tenant be required to pay real estate taxes pertaining to any period prior to the Rent Commencement Date or subsequent to the expiration or earlier termination of the Real Estate Taxes allocable Lease. c. All special benefit taxes and special assessments shall be spread over the longest time permitted and Tenant’s liability for installments of such special benefit taxes and special assessments not yet due shall cease upon the expiration or termination of this Lease. In no event shall Tenant be obligated to pay any impact fees whether or not billed by the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaulttaxing authority as a special benefit tax or a special assessment.

Real Estate Taxes. 5.1 (a) From and after the Lease Commencement Date, Tenant shall paypay directly to the appropriate taxing authority all Real Estate Taxes. If the Lease Commencement Date occurs or the Term expires or otherwise terminates at any time other than the beginning or end of a taxable year, Tenant's obligation to pay Real Estate Taxes shall be prorated on the basis of a 365-day year, so as additional rentto include only that portion of the taxable year which is a part of the Term. Unless a termination of the Lease results from a purchase of the Land pursuant to Article 19, any Real Estate Taxes levied against the Land which accrue during the Term of this Lease but which would not be due and payable to the appropriate taxing authority until after the expiration of the Term of this Lease (as the same may be extended) shall be paid by Tenant to Landlord upon such termination. Landlord shall pay such amounts to the appropriate taxing authority on a timely basis. (b) Except to the extent that Real Estate Tax bills and statements are sent directly to Tenant by the taxing authority, upon receipt by Landlord of the tax bills or statements, Landlord will use reasonable efforts to promptly advise Tenant in writing of all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, shall deliver copies of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect all applicable tax bills or statements to Tenant. Tenant shall pay directly to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within taxing authority all Real Estate Taxes prior to the later of (i) thirty (30) days after receipt by Tenant of a xxxx therefor from Landlord, which xxxx shall contain a copy of such bills and statements referred to above, or (ii) five (5) days prior to delinquency. As used herein, the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting term "Real Estate Taxes Taxes" shall mean any and all taxes, governmental fees and similar charges or assessments levied or assessed against the Improvements and/or the Land including, without limitation, ad valorem taxes and special assessments applicable to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Termreal property; provided, however, that Real Estate Taxes shall not include any Landlord need not make Income Taxes. Real Estate Taxes shall also include any apportionment and all documentary, transfer, sales, mortgage, recording or similar taxes imposed on Landlord or Tenant in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.connection with (i) the original acquisition

Real Estate Taxes. 5.1 Tenant shall paypay to Landlord, as additional rentAdditional Rent, all Real Estate Tenant's Percentage of Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions"as hereinafter defined) assessed against the Premises with respect Property (or estimated to be due by governmental authority) for any fiscal tax period (a "Tax Year") during the term of this Lease (Tenant's Percentage of Taxes being "Tenant's Tax Obligation"). Upon the request of Tenant, Landlord shall deliver to Tenant copies of all applicable tax bills and the calculation of Tenant's Tax Obligation. Except as otherwise provided in the immediately following paragraph, Tenant shall pay Tenant's Tax Obligation to Landlord at least thirty (30) days prior to the Termdate or dates within any year during the term hereof that the same, but not incomeor any fractional share thereof, franchise shall be due and payable to any governmental authority responsible for collection of same (as stated in a notice to Tenant given at least thirty (30) days prior to the date or other taxes assessed against Landlorddates any such payment shall be due, which notice shall set forth the manner of computation of Tenant's income or profits. Such payments Tax Obligation due from Tenant), except that such payment shall be made to Landlord not later than thirty (30) days after such notice to Tenant, if such notice is given subsequent to the date thirty (30) days prior to the date the same is due and payable as aforesaid. Tenant shall pay to Landlord, as Additional Rent on the first day of each calendar month during the term but otherwise in the manner provided for the payment of Annual Fixed Rent, estimated payments on account of Tenant's Tax Obligation, such monthly amounts to be sufficient to provide Landlord by the time Tax payments are due or are to be made by Landlord a sum equal to Tenant's Tax Obligation, as reasonably estimated by Landlord from time to time on account of Taxes for the then current Tax Year. If the total of such monthly remittances for any Tax Year is greater than Tenant's Tax Obligation for such Tax Year, Landlord shall credit such overpayment against Tenant's subsequent obligations on account of Taxes (or promptly refund such overpayment if the term of this Lease has ended and Tenant has no further obligations to Landlord); if the total of such remittances is less than Tenant's Tax Obligation for such Tax Year, Tenant shall pay the difference to Landlord within thirty (30) days after receipt of a xxxx therefor from being so notified by Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall payshall, as additional rentin all instances, pay Tenant's Proportionate Share of all Real Estate Taxes (including personal property real estate taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees assessments and other governmental levies and charges, general and specifiedspecial, ordinary and extraordinary, unforeseen as well as foreseen, of any kind whatsoever and nature (except as otherwise set forth herein) imposed, levied, assessed or confirmed by any lawful taxing authorities which may accrue during the period of the Term of this Lease for the whole or any part of the Retail Area and the land situated thereunder during the Term of this Lease (excluding any portion of the Retail Area which is not owned by Landlord and which is separately assessed, and for which the Taxes are paid for by the owners or occupants of such area) or any taxes in lieu thereof, and also all reasonable and customary costs and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any such taxes, levies, charges or assessments and/or in negotiating with the public authorities as to the same, all of which real estate taxes, assessments, levies, charges, costs and fees are hereinafter collectively referred to as "Impositions") assessed against Taxes." To the Premises extent any taxes within the Project are not separately assessed, Landlord shall reasonably allocate the Taxes payable with respect to the Retail Area between the various uses and areas of the Project, and shall reduce the amount of Taxes by the contributions made towards same by the owners of other parcels. Commencing on the Commencement Date and without thereby waiving Tenant's liability for the entire amount of Tenant's Proportionate Share of Taxes, until Landlord receives the next notice of assessment or tax xxxx, Tenant shall pay to Landlord, monthly, in advance, as Additional Rent, Tenant's Proportionate Share of Taxes reasonably estimated for the prior calendar year and payable during the then current calendar year, subject to adjustment, when the amount of such Taxes shall be determined. Therefore, during the Term of this Lease, Tenant shall pay to Landlord monthly, in advance, on the first day of each month, as Additional Rent, an amount equal to one-twelfth (1/12th) of the amount which is reasonably estimated to be Tenant's Proportionate Share of Taxes. After receipt of the actual xxxx for Taxes, Landlord shall determine the actual amount of Tenant's Proportionate Share of Taxes. If the amount of such monthly payments paid by Tenant exceeds the actual amount thereafter due from Tenant, the overpayment shall be credited on Tenant's next succeeding payment; or, if at the expiration or sooner termination of the Lease Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments Landlord shall be made refund such excess to Tenant within thirty (30) days after receipt determination of a xxxx therefor from Landlord, which xxxx shall contain a copy Tenant's actual Proportionate Share of Taxes for the municipal or other taxing authority tax xxxxperiod in question. If the amount of such monthly payments paid by Tenant shall be entitled less than the actual amount due from Tenant, Tenant shall pay to Landlord the benefit of any statute or ordinance permitting Real Estate Taxes to be difference between the amount paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx by Tenant for and the applicable installment at least actual amount due within thirty (30) days before after Landlord's written demand accompanied by copies of tax bills and a reasonably detailed computation of Tenant's Proportionate Share. In addition, after Landlord's receipt of the actual xxxx for Taxes, Landlord may on such basis readjust the amount of Tenant's estimated monthly tax payments for the current tax fiscal year and if Tenant's monthly payments previously made to Landlord for such current tax fiscal year are less than the readjusted estimated amount Tenant shall thereupon pay to Landlord any deficiency in such payments within thirty (30) days after Landlord's written demand. Tenant's obligation to pay any deficiency in its monthly deposits for Taxes shall survive the expiration of the Term hereof. Landlord shall have the right, if permitted, by law, to make installment may be paid to payments of any Taxes levied against the taxing authority without interest or penaltyRetail Area, and Tenant in such event, Tenant's Proportionate Share of Taxes shall not be responsible for computed upon the installments and interest thereon paid by Landlord in each Lease Year. Landlord shall contest any or all such Taxes and Landlord shall have the sole, absolute and unrestricted right to settle any such interest contest, proceeding or penalty resulting from Landlordaction upon whatever terms Landlord may, in its sole but reasonable business judgement, determine. In the event Landlord receives any refund of such Taxes (and provided Tenant is not then in default of any of the terms of this Lease beyond any applicable cure period set forth herein), Landlord shall credit such portion of such refund as shall be allocated to payments of Tenant's delay in Proportionate Share of Taxes actually made by Tenant (less reasonable and customary costs, expenses and attorneys' fees) against the next succeeding payment of Tenant's Proportionate Share of Taxes due from Tenant or, if received during the last Lease Year, Landlord will refund the same to Tenant following the expiration or sooner termination of the Lease or the Lease Term at such amounts time as it is determined that Tenant's obligations to pay Tenant's Proportionate Share of Taxes for the taxing authority. 5.2 last Lease Year has been fulfilled. In the event Landlord fails to contest Taxes as hereinabove contemplated, Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation such Taxes provided Tenant shall coordinate such contest with all other tenants and occupants of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of TenantProject having a similar right. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall paypay to Landlord, as additional rent, all Real Estate for each tax period partially or wholly included in the term, Tenant’s Percentage of Taxes (including personal property taxesas hereinafter defined). Tenant shall remit to Landlord, on the first day of each calendar month, estimated payments on account of Taxes, such monthly amounts to be sufficient to provide Landlord, by the time real estate tax payments are due and payable to any governmental authority responsible for collection of same, a sum equal to the Tenant’s Percentage of Taxes, as reasonably estimated by Landlord from time to time on the basis of the most recent tax data available. The initial calculation of the monthly estimated payments shall be based upon the Initial Estimate of Tenant’s Percentage of Taxes for the Tax Year and upon quarterly payments being due to the governmental authority on August 1, November 1, February 1 and May 1, and shall be made when the Commencement Date has been determined. If the total of such monthly remittances for any Tax Year is greater than the Tenant’s Percentage of Taxes for such Tax year, Landlord shall promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this subsection 4.2.1, the difference; if anythe total of such remittances is less than the Tenant’s Percentage of Taxes for such Tax Year, Tenant shall pay the difference to Landlord at least ten (10) days prior to the date or dates within such Tax Year that any Taxes become due and payable to the governmental authority (but in any event no earlier than ten (10) days following a written notice to Tenant, which notice shall set forth the manner of computation of Tenant’s Percentage of Taxes). If, assessmentsafter Tenant shall have made reimbursement to Landlord pursuant to this subsection 4.2.1, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, Landlord shall receive a refund of any kind whatsoever (collectively "Impositions") assessed against the Premises portion of Taxes paid by Tenant with respect to any Tax Year during the Termterm hereof as a result of an abatement of such Taxes by legal proceedings, but not incomesettlement or otherwise (without either party having any obligation to undertake any such proceedings), franchise Landlord shall promptly pay to Tenant, or other taxes assessed credit against Landlord's income or profits. Such the next accruing payments shall to be made within thirty (30) days after receipt of a xxxx therefor from Landlordby Tenant pursuant to this subsection 4.2.1, which xxxx shall contain a copy the Tenant’s Percentage of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to refund (less the benefit of any statute or ordinance permitting Real Estate Taxes to be paid proportional, pro rata expenses, including attorneys’ fees and appraisers’ fees, incurred in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for connection with obtaining any such interest or penalty resulting from Landlord's delay refund), as relates to Taxes paid by Tenant to Landlord with respect to any Tax Year for which such refund is obtained. If Landlord does not pursue a tax abatement during the Tax Year in payment of such amounts to the taxing authority. 5.2 question, Tenant shall have the right to contest the amount or validity, do so in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord’s name and Landlord shall reasonably cooperate with any Tenant in such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increaseeffort, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Termprovided however, so that Tenant shall pay only the portion of the Real Estate Taxes allocable give prior written notice to the Term; Landlord that Tenant elects to seek an abatement and provided, howeverfurther, that Landlord need not make any apportionment in favor of Tenant if all abatement proceedings are entirely at Tenant’s sole cost and expense. In the event this Lease shall have been terminated commence, or shall end (by reason of an Event expiration of Defaultthe term or earlier termination pursuant to the provisions hereof), on any date other than the first or last day of the Tax Year, or should the Tax Year or period of assessment of real estate taxes be changed or be more or less than one (1) year, as the case may be, then the amount of Taxes which may be payable by Tenant as provided in this subsection 4.2.1 shall be appropriately apportioned and adjusted.

Real Estate Taxes. 5.1 (a) Tenant shall further pay, as additional rentat its own cost and expense, all Real Estate Taxes (including personal property taxes, if any), assessments, water taxes and assessments sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees rents and other governmental chargesimpositions and charges of every kind and nature whatsoever, general extraordinary as well as ordinary, and specifiedeach and every installment thereof, which shall or may during the term be charged, laid, levied, assessed, imposed, become due and payable, or liens upon, or which may arise in connection with the use, occupancy or possession of the demised premises or any appurtenances or equipment thereon or therein or any part thereof, or the sidewalks or streets in front of or adjoining the demised premises and all taxes charged, laid, levied, assessed or imposed in lieu of or in addition to the foregoing under or by virtue of all present or future laws, ordinances, requirements, orders, directions, rules or regulations of the Federal, state, county and municipal governments and of all other governmental authorities whatsoever. If at any time during the term of this lease Landlord shall make written demand, Tenant shall produce and exhibit to the Landlord satisfactory evidence of payment by Tenant of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect such tax assessment, water rent, rate or charge, sewer charge or other governmental imposition or charge, and said proof or payment must be delivered to the Term, but Landlord not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty later than twenty (3020) days after receipt Landlord’s written demand therefor. Except as set forth in section (b) of a xxxx therefor from Landlordthis article, which xxxx shall contain a copy payments of the municipal or other taxing authority tax xxxx. Tenant all aforesaid charges shall be entitled timely made by the Tenant in order to avoid the benefit assessments of any statute or ordinance permitting Real Estate Taxes interest, penalties, and other costs. With respect to assessments that may be paid in installments, at the option of the payer, Tenant may make payments in installments andrather than in a lump sum. Tenant will be obligated to pay only the installments due during the term of the lease, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for including any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authorityextensions thereof. 5.2 (b) Tenant shall have the right to contest or review by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Tenant shall conduct at its own expense, free of any expense to the Landlord and, if necessary, in the name of Landlord), any tax, assessment, water rent, rate or charge, sewer rent, or other governmental imposition or charge aforementioned. Tenant may defer payment of a contested item upon condition that, before instituting any such proceedings, Tenant shall furnish to Landlord or to any first Mortgagee Landlord may designate, a surety company bond, a cash deposit, or other security satisfactory to Landlord and such mortgagee, sufficient to cover the amount of the contested item or validityitems, with interest and penalties, for the period which such proceedings may be expected to take, securing payment of such contested items, interest and penalties, and all costs in connection therewith. Notwithstanding the furnishing of any such bond or security other than a cash deposit, Tenant shall promptly pay such contested item or items if at any time the demised premises or any part thereof shall be in imminent danger of being sold, by an entity other than the Landlord, its successors or assigns, forfeited, or otherwise lost, or Landlord shall be subjected to criminal liability for such non-payment. If, however, Tenant shall have made a cash deposit, in any such event Landlord or such mortgagee, as the case may be, may pay such contested item or items out of such deposit. When any such contested item or items shall have been paid or canceled, any balance of any such cash deposit not so applied shall be repaid to Tenant without interest. The legal proceedings herein referred to shall include appropriate proceedings to contest and review tax assessments and appeals from any judgments, decrees or orders. If there shall be any refund with respect to any contested items based on a payment by Tenant, Tenant shall be entitled to the same. (c) Nothing herein contained shall require or be construed to require Tenant to pay any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon or that is or may be payable by Landlord, its successors or assigns; provided, however, that in any case where a tax may be levied, assessed or imposed upon the income arising from the rent hereunder for the use and occupancy of the demised premises in lieu of or as a substitute, in whole or in part, for a real estate tax upon the demised premises and where such tax is a result of any Real Estate Tax, or to seek a reduction in the valuation shift of the Premisesincidence of taxation now and ordinarily imposed on realty, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion same. (d) All taxes, charges, costs, and expenses which Tenant assumes or agrees to pay under any provisions of this lease, together with all interest and penalties that may accrue thereon in the Real Estate Taxes allocable event of Tenant’s failure to pay the Term; same as herein provided, however, that Landlord need not make and any apportionment in favor of Tenant if this Lease shall have been terminated and all other sums which may become due by reason of an Event any default of DefaultTenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this lease on Tenant’s part to be performed, and each or any of them, shall be deemed to be additional rent and, in the event of nonpayment, Landlord shall have all the rights and remedies herein provided in the case of non-payment of rent.

Real Estate Taxes. 5.1 Tenant shall paypay to Landlord as Additional Rent Tenant's Share (or, as additional rent, Tenant's Proportionate Share in the event there is more than one Building in the Center and the items are not billed separately for the Premises) of all Real Estate Taxes (including personal property real estate taxes, if any), assessments, water occupational taxes or excise taxes levied on rentals derived from operation of the property, and sewer rent rates and any other government or private subdivision levies or charges, charges for public utilitieswhether general or special, excise leviesordinary or extraordinary, license and permit fees and other governmental chargeswhich are assessed or imposed upon all or part of the Center, general and specifiedtogether with any of the expenses of protesting, negotiating or contesting the amount or validity of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect such taxes, charges or assessments. Although no tax contest shall excuse Tenant from its obligation to the Termpay its share of taxes as and when required by this Lease, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest challenge such assessments through legal means at its own expense provided Tenant posts a security bond acceptable to Landlord and holds Landlord and the amount or validity, Premises harmless from the consequences of Tenant's participation in whole or in part, of any Real Estate Tax, or to seek a reduction in such contest. In the valuation of the Premisesevent Landlord, or any part thereoftenant of the Center, as assessed including Tenant, obtains a refund, such refund shall first be applied to the costs and fees incurred in obtaining such refund and then shall be distributed pro rata to the parties paying such taxes. If the Lease Term shall end during a tax year ("tax year" shall mean the annual period for which Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice Taxes are assessed and levied) of an increase which only part is included in the Real Estate Tax assessment for Lease Term, the Premises and fails to notify Tenant amount of such increase at least 30 days Additional Rent shall be prorated on a per diem basis and shall be paid on or before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and Lease Term. If the expiration or sooner termination Lease Term ends in any tax year before the amount to be payable by Tenant has been determined under the provisions of the Termthis Section, so that Tenant shall pay only an amount payable for the portion of the Real Estate Taxes allocable to Lease Term during the Term; providedtax year shall be reasonably estimated by Landlord and the estimated amount shall be promptly paid by Tenant. As soon as the amount properly payable by Tenant for the partial period has finally been determined, however, that the amount shall be adjusted between Landlord need not make any apportionment and Tenant. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaultthe Premises.

Real Estate Taxes. 5.1 Tenant Borrower shall paypay and discharge, and shall cause its Subsidiaries to pay and discharge, as additional rentand when due and payable, before any penalty attaches, all Real Estate Taxes charges, impositions, levies, assessments and taxes (including personal property taxeswhether general, if anyspecial or otherwise), assessments, water and sewer rent rates and charges, sewer service charges for public utilities, excise levies, license and permit fees and all other municipal or governmental charges, general impositions, levies, assessments and specified, taxes of any kind whatsoever or nature that may be at any time levied, assessed or imposed upon or against any real property owned in fee by any Subsidiary or in which any Subsidiary has a leasehold interest (collectively "Impositions") assessed against but only to the Premises extent Borrower or any Subsidiary is required to pay such taxes in accordance with the terms of the lease), and shall promptly deliver to Collateral Agent upon Collateral Agent’s request therefor, duplicate receipts evidencing payment thereof prior to delinquency. Notwithstanding anything to the contrary in the foregoing, Borrower may contest any tax imposed, assessed, levied or due with respect to or from said real property, by instituting and diligently and in good faith prosecuting by appropriate judicial proceedings the Term, but not income, franchise validity or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt amount of a xxxx therefor from Landlordtax, which xxxx shall contain a copy charge, imposition or assessment (said tax, charge, imposition or assessment being hereinafter referred to in this Section as “impositions”) if (i) the contest or decision relating thereto will not and cannot result in the forfeiture of said real property or the municipal Subsidiary’s leasehold interest therein prior to or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment pending resolution of such amounts to contest and the taxing authority. 5.2 Tenant shall have invalidity, forfeiture, loss of priority or unenforceability of Collateral Agent’s mortgage lien on said real property or the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises Subsidiary’s leasehold interest therein will not and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall cannot be responsible for paying any Real Estate Taxes to the extent they result from such increased assessmentcontest or failure to pay such impositions, (ii) no Event of Default shall exist hereunder, and (iii) prior to commencement and during the duration of such proceeding, Borrower shall maintain adequate reserves on account of the failure to pay such imposition and/or the contest of the amount and/or validity thereof in accordance with GAAP. Any refund Upon resolution of Real Estate taxes with respect to the Term such contest, Borrower shall promptly be paid to and be pay the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as impositions then due. If, at any time during the continuance of the beginning contest described in the preceding sentence, said real property or the Subsidiary’s leasehold interest therein is, in Collateral Agent’s reasonable determination, in imminent danger of being forfeited, lost or rendered invalid or unenforceable, then, in any of said events, Borrower shall, at Collateral Agent’s demand, use the aforesaid reserve to pay such impositions and if such reserve is insufficient to pay in full the expiration or sooner termination of the Termrequired payment, so that Tenant Borrower promptly shall pay only the portion amount of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaultsuch insufficiency.

Real Estate Taxes. 5.1 Tenant shall pay10.5.1 Purchaser covenants and agrees that it shall, as additional rentwith the prior consent of Sellers (such consent not to be unreasonably withheld), all commence and use diligent efforts to pursue to completion a Tax Appeal for any Hotel Asset for which real estate, ad valorem and/or personal property rates imposed upon and/or assessed values ascribed to the Real Property (“Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions"Taxes”) assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall would be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of higher than the Real Estate Taxes allocable assessed for such Hotel Asset for the prior calendar year unless Sellers waive in writing such requirement for any Hotel Asset for any specific tax year. Notwithstanding the foregoing, Purchaser shall not be required to pursue a Tax Appeal unless the Tax Consultant is willing to accept the engagement for such Tax Appeal on a contingency fee basis plus costs. Purchaser shall engage a nationally recognized third-party consultant approved by Sellers (such approval not to be unreasonably withheld, delayed or conditioned) (“Tax Consultant”) to assist Purchaser in the Tax Appeal process and shall provide Sellers with such Tax Consultant’s analysis for every Hotel Asset promptly upon receipt. Purchaser shall keep Sellers involved in the Tax Appeal process, including providing Sellers with copies of all Real Estate Tax bills, all correspondence with real estate tax authorities, Purchaser’s internal analysis (if any) and periodic updates on the status of the Tax Appeal process. 10.5.2 If a First Pool Overage occurs in any of calendar years 2016, 2017 or 2018, Sellers shall, up to the TermMaximum First Pool Offset Amount, pay to Purchaser (which such payment shall be effected through First Pool Purchaser Holdco’s offset rights against amounts otherwise due to the Class A Holder during such calendar year) an amount equal to (the “First Pool Offset Amount”) (a) the First Pool Overage for such calendar year less (b) the Unapplied First Pool Underage for all previous calendar years. If, as of April 30, 2019, the Unapplied First Pool Underage is greater than zero ($0), Purchaser shall, or shall cause First Pool Purchaser Holdco to, pay to Class A Holders an amount equal to the lesser of (i) the Unapplied First Pool Underage and (ii) the aggregate of all First Pool Offset Amounts. For the avoidance of doubt, in no event would the amount payable in the immediately preceding sentence exceed the aggregate of all First Pool Offset Amounts. Notwithstanding the foregoing, if the First Pool Offset Amount is greater than the remaining amount (if any) otherwise due or to become due to the Class A Holder under the First Pool Purchaser Holdco Operating Agreement (including, for this purpose, any redemption amount to which the Class A Holders would become entitled, even if not then due), then Whitehall shall (and hereby agrees to) pay to Purchaser any remaining First Pool Offset Amounts due and provide an annual officer’s certificate to Purchaser certifying whether Whitehall’s net worth exceeds $50,000,000; provided, provided however, that Landlord need not make that, if at any apportionment in favor time prior to April 30, 2019, Whitehall’s net worth is less than $50,000,000, Whitehall shall provide notice thereof to Purchaser and promptly deposit into escrow with a mutually agreeable third party escrow agent an amount equal to the Maximum First Pool Offset Amount less the aggregate of Tenant if this Lease shall have been terminated by reason of an Event of Defaultall prior First Pool Offset Amounts.

Real Estate Taxes. 5.1 (a) For purposes of this Article 8, "real property taxes and assessments" shall mean any and all taxes, assessments, impositions, fees, maintenance or other assessments and other levies of every kind or nature commonly levied or assessed by municipal, county, district, state, federal and other governmental authorities, whether ordinary or extraordinary, against the owners or occupants of real property. Real property taxes and assessments for the first and last Lease Years hereunder shall, if necessary, be prorated based on a three hundred sixty-five (365) day year and apportioned between Landlord and Tenant to coincide with the date hereof and vacation by Tenant of the Premises, as the case may be, such that Tenant only pays those real property taxes and assessments solely allocable to the Lease Term. Nothing contained in this Lease, however, shall be deemed or construed to require Tenant to pay or discharge: (i) any tax which may be levied as a result of the voluntary or involuntary assignment or transfer of all or any portion of Landlord's interest in the Premises (Tenant acknowledges, however, that the appraised value of the Premises may increase as a result of a sale of the Premises and Tenant would be obligated to pay any increase in taxes based upon the increase in appraised value), (ii) any tax upon the income, profits or business of Landlord, or (iii) any personal property taxes, capital levy, franchise, gross receipts, revenue, inheritance or estate taxes, income or profit, gift, payroll or stamp tax which may be levied against the estate or interest of Landlord, however such taxes may be designated, even though such taxes may become a lien against the Premises. (b) From and after the date hereof, Tenant shall pay, as additional rentAdditional Rent, any and all Real Estate Taxes (including personal real property taxes, if any), assessments, water taxes and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against assessments covering the Premises with respect before delinquency, provided, that if the tax xxxx is not sent to the TermPremises, but Tenant shall not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain responsible for any delinquent payment penalties unless Landlord has provided Tenant with a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid prior to its due date. (c) If a tax on rentals received from Tenant under this Lease is ever imposed during or which is applicable to the taxing authority without interest or penaltyLease Term, and Tenant shall not be responsible for the same. (a) If any general or special assessment is assessed against the Premises, the following shall apply: Regardless of whether Landlord elects to pay the assessment in installments, assessments shall be computed as if Landlord had elected to pay the same in installments over the longest period of time allowed by applicable law and only those installments (or partial installments) attributable to installment periods (or partial periods) falling within the Lease Term shall be considered in determining Tenant's tax liability. (b) If at any time during the Lease Term any governmental subdivision shall undertake to create an improvement or special assessment district the proposed boundaries of which include the Premises, Tenant, without prejudice to the rights of Landlord with regard thereto, shall be entitled to appear in any proceeding relating thereto and present its position as to whether the Premises should be included or excluded from the proposed improvement or assessment district and as to the degree of benefit to the Premises resulting from inclusion. Landlord shall promptly advise Tenant in writing of the receipt of any notice or other information relating to the proposed creation of any such interest improvement or penalty resulting from Landlord's delay in payment special assessment district, the boundaries of such amounts to which include the taxing authorityPremises. 5.2 (c) To the extent permitted by law, Tenant or its designees shall have the right to contest apply to have any assessment for local improvements assessed during the amount or validity, Lease Term payable in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faithannual installments. Landlord shall cooperate with permit any such application to be filed in its name, if necessary or appropriate, and shall execute any and all documents reasonably requested by Tenant to accomplish the foregoing result. 8.3. Tenant shall receive the entire amount of any real property tax reduction proceedingand assessment refunds or rebates paid to Landlord and attributed to the Lease Term or any extension thereof except Landlord may deduct from such refund the reasonable costs incurred by Landlord in contesting any real property taxes and assessments. 8.4. If Tenant desires to contest any ad valorem assessment or the validity of any tax and gives Landlord receives written notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increasethis intention, then Tenant shall not be responsible for paying any Real Estate Taxes may contest the assessment or tax without being in default hereunder. Tenant agrees to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between indemnify Landlord and hold Landlord harmless from all costs, expenses and damages of whatsoever nature arising out of any contest made by Tenant. Tenant as further agrees to comply with all applicable laws, statutes and ordinances governing tax appeals. In any event, Tenant will not take or fail to take any action which will subject all or part of the beginning and the expiration Premises to forfeiture or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable loss or permit any lien to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaultbecome affixed thereto.

Real Estate Taxes. 5.1 (a) As Additional Rent, Tenant shall pay, as additional rent, all reimburse Landlord the amount of the Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against applicable to the Premises with respect during the term of this Lease. As used herein Real Estate Taxes shall mean the taxes and assessments now or hereafter imposed upon the Premises. If, due to a change in the method of taxation or assessment, any franchise, income, profit or other tax, however designated, shall be substituted by the applicable taxing authority in whole or in part, for the Real Estate Taxes now or hereafter imposed on the Premises, such franchise, income, profit or other tax shall be deemed to be included in the term “Real Estate Taxes” to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments extent of such substitution. (b) Landlord shall be made provide Tenant with a copy of each invoice for Real Estate Taxes received by Landlord within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxxLandlord receives same. Tenant shall be entitled pay to Landlord the benefit amount of any statute or ordinance permitting each payment of Real Estate Taxes no less than thirty (30) days before the due date for same. If Tenant shall pay such payment of Real Estate Taxes to be paid Landlord at least thirty (30) days in installments andadvance of the due date of any payment, then Landlord shall make the payment of Real Estate Taxes before any interest or penalty is imposed for late payment and shall, upon such electionreceipt of proof of payment, Tenant's payments hereunder shall be made in such installmentsprovide Tenant with a copy of same. If Landlord shall xxxx Tenant for the applicable installment not receive a payment of Real Estate Taxes at least thirty (30) days before the installment may be paid its due date, then, in addition to the taxing authority without interest other rights and remedies available to Landlord as a result of such failure, Landlord shall have the right to either (A) delay the payment of such Real Estate Taxes until the later of such payment due date set forth above or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in ten (10) days following the payment of such amounts to Landlord by Tenant (and if such payment is made by check, the taxing authoritydate of collection of same) in which event, all interest and penalties imposed shall be paid by Tenant as Additional Rent hereunder; or (B) pay such Real Estate Taxes from Landlord’s own funds. 5.2 (c) If the Premises are assessed for any special assessments beneficial to the Tenant, Tenant shall have pay all installments due during the right Term of the Lease. Tenant shall pay directly all personal property taxes, water and sewer rents, and other governmental charges relating to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation Tenant’s use of the Premises, which may be assessed, levied, confirmed, imposed upon, or grow or become due and payable at any part thereoftime during the term of this Lease (all such real estate taxes, as assessed for Real Estate Tax purposesassessments and personal property taxes, water and sewer rents, and other government charges which are payable by appropriate proceedings diligently conducted in good faith. Tenant during the term of this Lease being deemed “Additional Rent”). (d) If Landlord shall cooperate with receive any such real estate tax reduction proceeding. If Landlord receives notice refund or reimbursement of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes or a sum in lieu thereof (“Tax Refund”) with respect to the Term shall promptly be paid to and be the property any year or portion thereof of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of which falls within the Term, so that Tenant then out of any balance remaining of the Tax Refund, after deducting Landlord’s expenses in obtaining the same being the actual expenses for legal fees and experts, Landlord shall pay only the to Tenant an amount equal to such Tax Refund (apportioned if such refund is for a calendar year a portion of the Real Estate Taxes allocable to which falls outside the Term); providedprovided that in no event shall Tenant be entitled to receive more than the payments by Tenant for such calendar year or period. (e) Nothing herein contained shall require Tenant to pay state or federal income taxes assessed against Landlord, howeverstate or federal capital levy, that Landlord need not make any apportionment in favor estate, succession, inheritance or transfer taxes of Tenant if this Lease shall have been terminated by reason of an Event of DefaultLandlord.

Real Estate Taxes. 5.1 Pursuant to Article 33, beginning on the Commencement Date, Tenant shall pay, as additional monthly rent, 1/12 of all Real Estate Taxes of the real estate taxes and installments of assessments (including personal property taxesinterest thereon) attributable to the land and building of the leased premises, including the parking area and any and all charges or fees imposed by any City County or State, whether by special assessment or otherwise, for services rendered or to be rendered in the future to or for the benefit of all or any part of the leased premises and which are due and payable during the term or any renewal term of this Lease Partial years shall be equitably prorated. Landlord shall have the right, if any)Landlord's future mortgagee so requires or if Tenant shall be in default with respect to any of the terms or conditions of this Lease, assessmentsto call for Tenant to escrow such real estate taxes and special assessments and insurance premiums in advance on a monthly basis. Landlord reserves the right to appeal and abate the real estate taxes due and payable during any year during txx xxrm or terms of this Lease and if any such real estate taxes are reduced, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises Tenant's obligation shall only be with respect to the Term, but not income, franchise actual amount so determined (plus reasonable attorneys' fees and costs incurred in so appealing or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penaltyabating), and Tenant shall receive a rebate from Landlord of any amount in excess thereof. If Landlord does not contest real estate taxes, after first consulting with Landlord and receiving Landlord's consent and approval, which shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 unreasonably withheld, Tenant shall have the right right, at its own expense and in its own name, or Landlord's name, to contest the amount any such real estate taxes and seek to appeal or validity, in whole or in part, of abate real estate taxes due and payable during any Real Estate Tax, or to seek a reduction in the valuation year of the Premises, or any part thereof, as assessed for Real Estate Tax purposesterm xx xxis lease, by appropriate proceedings diligently conducted in good faith, but only after payment of such amount and/or item in question unless said payment would operate as a bar to such contest or appeal or interfere materially with the prosecution thereof. Landlord shall cooperate with Upon final determination of any such tax reduction proceedingproceedings, Tenant shall immediately pay any amount plus interest, fees, penalties or other liability in connection therewith as finally determined in such proceedings to be due. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails real estate taxes paid or to notify be paid by Tenant of such increase at least 30 days before the last day for filing an objection to such increaseare reduced or increased, then Tenant Tenant's obligation shall not only be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to actual amount so determined, and be the property of Tenant. 5.3 Real Estate Taxes Tenant shall be apportioned between entitled to an equitable a rebate from Landlord of any amount in excess of said reduced real estate taxes and costs incurred in appealing or abating or shall pay the increased amount of such taxes if they are increased together with the costs incurred in appealing or abating. Landlord shall at its own expense (which shall not be charged to Tenant as part of Operating Expenses (defined below) complete the beginning and ongoing tax abatement action it has commenced for the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable building prior to the Term; provided, however, that Landlord need not make any apportionment date hereof in favor of Tenant if this Lease shall have been terminated by reason of an Event of DefaultHennepin County.

Real Estate Taxes. 5.1 In addition to all rentals herein reserved the Tenant shall pay, as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water pay to Landlord its proportional share of the annual increase in the building's real estate taxes and sewer rent rates assessment levied upon and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to premises for each year of the Termterm of this Lease over and above the taxes for the first year of the term hereof during which the premises, but not incomeincluding the improvements thereon, franchise or other shall have been fully assessed for taxes assessed against Landlordas completed premises by the tax assessor's income or profitsoffice. Such payments increase in taxes shall be made payable, if billed to Tenant, within thirty (30) days after the end of the calendar year in which each of said fiscal tax years commenced and upon receipt by Tenant of a statement in writing from Landlord setting forth the amount of such tax increase. Landlord reserves the right to not xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments andannually for these increases and can, upon such election, Tenant's payments hereunder shall be made in such installmentsxxxx these increases covering several previous years at one time. Landlord shall xxxx Tenant for the applicable installment at least Base tax increase xxxxxxxx not paid within thirty (30) days before after billing are subject to interest charges at the installment rate of ten (10%) percent per annum. Landlord agrees to attempt to have the premises separately assessed for tax purposes, but in the event the premises are not so separately assessed, then and in such event, the taxes on the premises shall be apportioned according to the floor area of the premises, including mezzanines, if any, as it relates to the total floor areas, including mezzanines, of the building or buildings, as the case may be, for which a separate assessment shall be made, and which building (or buildings) includes the premises. Any such tax increase for the year in which this Lease ends shall be apportioned and adjusted. With respect to any assessment which may be levied against or upon the premises and which, under the laws then in force, may be evidenced by improvement or other bonds, or may be paid to the taxing authority without interest or penaltyin annual installments, and Tenant shall not be responsible required to pay each year only the amount of such annual installments or portion thereof constituting a tax increase (with appropriate proration for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant partial year) and shall have no obligation to continue such payments after the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of DefaultLease.

Real Estate Taxes. 5.1 Tenant (a) As further Rent in addition to the Rent hereinabove mentioned, Lessee shall pay, as additional rent, pay all Real Estate Taxes (including personal property governmental taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and all other governmental chargesimpositions, general and specifiedspecial, ordinary and extraordinary, of every kind and nature whatsoever, imposed at any kind whatsoever (collectively "Impositions") assessed time during the Term of this Lease, upon or against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, Building or any part thereof, as or upon or against any building or improvement or any part thereof, situated thereon, or upon fixtures and personal property placed in such Building, or on or about the Premises, or upon this Lease, or upon the rent payable under this Lease including the Florida sales tax on rent under Florida Statutes Section 212.031 (or any future statute), or upon Lessor by reason of ownership of the fee underlying this Lease, except income, estate, inheritance, transfer, or change-in-ownership taxes, or any other similar taxes or impositions which may be levied or assessed for Real Estate Tax purposesagainst Lessor, by appropriate proceedings diligently conducted or its successors in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes title but only to the extent they result from that such increased assessmentassessments shall be calculated as if Lessor has availed itself of all maximum discounts available for such early payment or otherwise. Any refund All of Real Estate taxes with respect which said taxes, assessments, levies, and other impositions to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes by Lessee shall be apportioned between Landlord paid by Lessee on or before 30 days after the date upon which the same from time to time become or may become due and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Termpayable; provided, however, that Landlord need in the event such item of taxes, assessments, levies, or other impositions would become delinquent within a shorter period of time than 30 days after the date upon which the same become or may become due and payable, Lessee shall pay the same in ample time to prevent any delinquency, penalty, sale, forfeiture or interest accrual on such item, and to deliver to Lessor at all times promptly, proper and sufficient evidence of the payment and discharge of the same. If Lessee is in good faith contesting the validity of such tax, assessment, levy or other imposition through appropriate legal or administrative proceedings, Lessee shall not make any apportionment be deemed in favor of Tenant if default under this Lease shall have been terminated by reason of nonpayment of such tax, assessment, levy or other imposition until or unless the validity and legality thereof have been established by the Property Appraisal Adjustment Board of Miami-Dade County or by the final judgment of a court of competent jurisdiction, whichever shall occur first, provided that prior to the institution of any such proceeding by Lessee, or immediately after the institution of any such proceeding by Lessee, or immediately after the institution thereof by any taxing authority or any one other than Lessee, but within the time specified in this Lease for payment of such taxes, assessments, levies or other impositions, whichever shall first occur, Lessee shall procure upon ten (10) days after written notice from Lessor or as required by the taxing authority and give Lessor a good and sufficient surety bond in an Event amount adequate and conditioned to indemnify and save harmless Lessor from any loss, cost, damage, or expense resulting or to result from failure of DefaultLessee to pay such tax, assessment, levy or other imposition. The bond shall have as surety thereon a reputable surety company licensed to do business in the State of Florida and then holding a certificate of authority from the Xxxxxxxxx xx Xxxxxxxx xxxxx 0 Xxxxxx Xxxxxx Code Annotated Section 6-13 for a net retained risk not to excess of the bond amount, and shall be in a form approved in advance by Lessor. In addition to the foregoing obligations of Lessee, the costs of any such contest or proceedings shall be borne exclusively by Lessee. (b) Lessee shall be required to pay only a pro rata share based on the Term of the Lease of the taxes for the calendar year in which the Lease commences and expires. Lessee shall pay to Lessor one month prior to the expiration of this Lease or at the time of termination if the Lease term ends sooner, the pro rata share to date of expiration or termination of the Lease of all taxes, assessments, levies, and other impositions based, to the extent that such taxes, assessments, levies, and other impositions are then unknown, on the previous year’s amounts; provided, however, that Lessee shall pay in full any assessments relating to its period of occupancy for special improvements completed on the date of expiration or termination of this Lease whether or not all installments of such assessments are due. (c) Lessor may, at its option choose to appeal or settle the tax assessment applicable to the Building. In the event it chooses to do so, it shall be entitled to reimbursement from Lessee for any reasonable attorneys’ fees and other professional fees and costs incurred in appealing or settling the assessment to the extent such fees or costs are not otherwise recoverable by Lessor. These fees and costs shall be credited by Lessor against any tax savings which may be obtained as a result of any tax appeal or settlement. The remaining tax savings, if any, shall be credited against any outstanding sums due to Lessor from Lessee. The balance of any remaining tax savings then will be paid directly to Lessee by Lessor. In no event shall Lessee be responsible for any fees and costs in excess of any tax savings. In the event Lessor chooses not to appeal the tax assessment, Lessee shall have the option to do so, will bear all costs related to the appeal, and will be the beneficiary of any tax savings credited to the Property.

Real Estate Taxes. 5.1 The Tenant shall pay, pay to the Landlord each year as additional rent, all Real Estate Taxes rent the full amount of the real estate taxes or special levies and assessments (including personal property taxes, if any), area assessments, water ) levied during the term of this lease or extension thereof and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect and attributable to the Term, but not income, franchise or other taxes assessed against Landlord's income or profitsdemised premises. Such payments rent amount representing the real estate taxes and special levies and assessments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penaltyLandlord promptly at least 10 days before the same are due and payable by the Landlord, and Landlord shall submit proper evidence to Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of the actual amount of such amounts to the taxing authority. 5.2 real estate taxes and special levies and assessments at least 25 days before they are due and payable. Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, review by legal proceedings all or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so assessments (providing that Tenant shall pay only the portion give notice to Landlord of its intention to do so within 14 days of the Real Estate Taxes allocable time of notice to Tenant of amount of taxes due thereunder as rent.) Upon receipt of such notice, Landlord will cooperate with such contest or review, and, if requested to do so in said notice, will pay the taxes which Tenant desires to contest, under protest, and Landlord will take all other action required to aid Tenant in proceeding with a test of the taxes. Tenant shall diligently prosecute such contest and upon final determination or adjudication of said contest, Tenant shall have a right to the Term; providedentire funds recovered by it through such contest, however, and funds repaid to the Landlord from tax authorities due to said contest shall immediately be paid by the Landlord to the Tenant. Tenant further agrees that it shall assume all costs and expenses of such contest and shall hold the Landlord need not make harmless from any apportionment costs and expenses including reasonable attorney’s fees and court costs which Landlord may deem appropriate to expend to protect its interest in favor such proceeding. General and special taxes and assessments levied during the first and last year of Tenant if this Lease lease shall have been terminated by reason be pro-rated between the parties in accordance with the number of an Event days of DefaultTenant’s actual tenancy under this lease.

Real Estate Taxes. 5.1 Tenant shall payExcept as expressly provided otherwise in this Lease, as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to throughout the Term, but not incomein addition to the Base Rent required under Paragraph 1(b) hereof to be paid by Tenant, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit responsible for all real estate taxes, assessment of any statute nature and any and all other impositions general or ordinance permitting Real Estate Taxes special, ordinary or extraordinary, of every kind and nature due at any time or from time to be paid in installments andtime, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for during the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validityTerm, in whole or in partconnection with the ownership, of any Real Estate Tax, or to seek a reduction in the valuation leasing and operation of the Premises, or the personal property and equipment located therein or used in connection therewith (“Taxes”);provided, however, in no event shall Tenant be liable for any franchise taxes; any doing business as taxes; any gift taxes; any corporate taxes; any estate, inheritance, succession or transfer taxes charged against Landlord or the estate or interest of Landlord in the Premises or upon the right of any person to succeed to the same or any part thereofthereof by inheritance, succession or transfer, or any capital levy that is imposed upon Landlord or any transfer or recording charge resulting from a transfer of the Premises; any income, profits or excess profits tax or gross receipts tax assessed upon or in respect of the income or receipts of Landlord arising from the Premises; or any town, county, state or federal sales taxes or use taxes charged against Landlord for materials and equipment purchased by Landlord or installed or incorporated into the reconstruction or repair of the building and appurtenances or any part thereof by Landlord. Tenant agrees to pay to Landlord the annual sums payable pursuant to the provisions of this Paragraph 16 in twelve (12) equal monthly installments in advance on the first (1st) day of each and every month during the Term, together with, at the same time and place, in the same manner and upon the same terms and conditions hereinbefore provided for the payment of Base Rent, or as assessed payments thereof may be required under the Mortgage Documents, provided, however, that if when any such Additional Rent payment provided for Real Estate Tax purposesin this Paragraph 16 shall become due, the amount of Taxes for the then current fiscal period of the taxing authority shall not have been determined, Tenant shall for such month make payment based upon the amount of Taxes for the last preceding fiscal period of the taxing authority, and when the amount of the Taxes for the then current fiscal period of the taxing authority shall have been determined, total payments theretofore made for the preceding months for such fiscal period based on the amount of taxes for the preceding fiscal period shall be adjusted and Tenant, shall on demand, make such additional payment to Landlord for such preceding months, or Landlord shall make such refund to the Tenant of any overpayments made by appropriate proceedings diligently conducted in good faithTenant for such preceding months as the adjusted figures may indicate. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in pay all Taxes due and owing during the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes Term directly to the extent applicable taxing authority(ies) before they result from such increased assessmentbecome delinquent. Any refund of Real Estate taxes Notwithstanding anything to the contrary contained herein, with respect to a fiscal period of the taxing authority, a part of which period is included within the Term shall promptly be paid to of this Lease and be a part of which is included in a period of time before the property of Tenant. 5.3 Real Estate Commencement Date or after the Expiration Date, Taxes (including, but not limited to, any special assessments) shall be apportioned adjusted as between Landlord and Tenant as of the beginning Commencement Date and the expiration or sooner termination of the TermExpiration Date, respectively, so that Landlord shall pay that proportion of such Taxes which that part of such fiscal period included in the period of time before the Commencement Date or after the Expiration Date bears to such fiscal period, and Tenant shall pay only the portion its share of the Real Estate intervening remainder thereof. If any special assessments levied against the Premises are payable in installments, Tenant shall be responsible only for those installments that are due and payable during the Term (or if paid in lump sum, shall be amortized over the useful life of the improvements to which such special assessment relates). For purposes hereof, Taxes allocable for any year shall be Taxes that are due for payment or paid in that year rather than Taxes that are assessed, become a lien, or accrue during such year. Landlord shall send copies of the related tax bills to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease promptly after a written request with respect to a particular fiscal period. If Tenant shall have paid an amount of Taxes and Landlord thereafter receives a refund of such Taxes or a credit against future Taxes, Tenant shall receive a proportionate credit (after all costs of obtaining a refund have been terminated by reason deducted) towards subsequent estimated payments of an Event of Defaultsuch Taxes.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, pay and discharge all Real Estate Taxes (including personal property taxespayable or accruing for all period(s) within the Term, if any)before failure to pay creates a material risk to Landlord of forfeiture or penalty, assessments, water subject however to Tenant’s right of Contest as this Lease expressly provides. Tenant shall also pay all interest and sewer rent rates and charges, charges penalties any Government assesses for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, late payment of any kind whatsoever Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (collectively "Impositions"paid to Landlord by Tenant) assessed against in accordance with Xxxxxx’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable bill that Xxxxxxxx receives. In the Premises latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as of the Commencement Date, certain Real Estate Taxes are not payable with respect to the TermPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, but not incomeor fail to take any action (including, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt without limitation, the failure to cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of a xxxx therefor from LandlordEqualization), which xxxx shall contain a copy of result in the municipal or other taxing authority tax xxxx. Tenant shall be entitled Premises becoming subject to the benefit of any statute or ordinance permitting such Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Taxes; (c) Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, covenants and Tenant agrees that it shall not be responsible for take any such interest action, or penalty resulting from Landlord's delay fail to take any action, which shall result in payment of such amounts the Premises becoming subject to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any additional Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the TermTaxes; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.and

Real Estate Taxes. 5.1 Tenant shall pay, as additional rentdirectly to the authority charged with collection thereof, all Real Estate Taxes (including personal property taxestaxes levied or assessed by, if any)or becoming payable to the municipality or any governmental authority having jurisdiction of the Premises, assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, or in respect of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to or which may become a lien on the Premises, for each tax period wholly included in the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such all such payments shall to be made within thirty not less than five (305) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled prior to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for last date on which the applicable installment at least thirty (30) days before the installment same may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible promptly after payment thereof furnish Landlord reasonable evidence of each such payment; provided that for any fraction of a tax period included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, within ten (10) days after receipt of invoice therefor, the fraction of taxes so levied or assessed or becoming payable which is allocable to such interest or penalty resulting from Landlord's delay in payment of included period and Landlord shall pay such amounts taxes to the taxing authority. 5.2 authority charged with collection thereof. If Tenant shall have the right deem itself aggrieved by any such tax or charge and shall elect to contest the amount payment thereof, Tenant may make such payment under protest or validity, in whole or in part, if postponement of any Real Estate Tax, or such payment will not jeopardize Landlord's title to seek a reduction in the valuation of the Premises, Tenant may postpone the same, provided that it shall secure such payment and the interest and penalties thereon and the costs of the contest by causing to be delivered to Landlord cash or other security satisfactory to Landlord, in form and amount satisfactory to Landlord, which amount shall not be greater than one hundred and ten percent (110%) of the contested tax or charge. Landlord shall, at Tenant's request, pay all or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faithof such contested items out of any sums so delivered. Landlord shall cooperate with When any such contested items shall have been paid or cancelled, any sums so delivered and not used for such payment shall be repaid to Tenant. Either party paying any tax reduction proceedingshall be entitled to recover, receive and retain for its own benefit all abatements and refunds of such tax, unless it has previously been reimbursed by the other party. If Landlord receives Neither party shall settle or discontinue any abatement proceedings begun by it without first giving the other party written notice of an increase its intent so to do and reasonable opportunity to go forward with or to be substituted in such proceedings. Nothing contained in this Lease shall, however, require Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax of Landlord, or any income, profits or revenue tax or charge upon the Real Estate Tax assessment for the Premises and fails to notify rent payable by Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Termunder this Lease; provided, however, that if, at any time during the Term, under the laws of the United States or any state or political subdivision thereof in which the Premises are situated, there shall be adopted some other method of taxation on real estate as a substitute in whole or in part for taxes on real estate as now constituted, such as a tax on the Fixed Rent, Additional Rent or the other charges payable by Tenant hereunder, by whatever name called, levied, assessed or imposed against Landlord need not make or the Rent or other charges payable hereunder to Landlord, (which substitute tax on the Fixed Rent, Additional Rent, or other charges or other substitute method of taxation are hereinafter collectively referred to as ("Substitute Taxes"), Tenant, to the extent that such Substitute Taxes are means of raising revenue from real estate shall pay Substitute Taxes as soon as the same shall become due and payable. In the event that any apportionment in favor such Substitute Taxes shall be based upon the income of Tenant Landlord, then Tenant's obligation with respect to the aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that would be payable if this Lease shall have been terminated by reason the same were the sole taxable net income of an Event of DefaultLandlord.

Real Estate Taxes. 5.1 (a) Commencing on January 1, 2007 (the “Tax Rent Commencement Date”), Tenant shall paypay as Additional Rent Tenant’s Share referred to in Section 1(h) of the Lease of all real estate taxes assessed against the Property for any tax fiscal year which occurs wholly or partially during the Term of this Lease in excess of the real estate taxes assessed against the Property for the tax fiscal year referred to in Section 1(j) (the “Base Tax Year”) (such Additional Rent is hereinafter called the “Tax Rent”). The term “real estate taxes” shall mean (i) any tax or assessment levied, as additional rent, all Real Estate Taxes assessed or imposed at any time by any governmental authority on or against the Property or any part thereof; (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges ii) any assessment for public utilitiesbetterments or improvements levied, excise levies, license and permit assessed or imposed upon or against the Property ; (iii) any legal fees and other governmental chargescosts incurred by Landlord in connection with evaluating and/or contesting the assessed valuation of the Property for real estate tax purposes; and (iv) any tax levied, general and specified, of assessed or imposed at any kind whatsoever (collectively "Impositions") assessed time upon or against the Premises with respect to receipt of income or rents or any other tax upon Landlord as a substitute or supplement in whole or in part for a real estate tax or assessment. Except as set forth in item (iv) of this Section 6(a), the Termterm “real estate taxes” shall not include income taxes, but not incomegift taxes, franchise rent taxes, estate taxes, inheritance taxes, or any taxes (or increases thereof) resulting from Landlord’s exercise of Landlord’s Reserved Property Rights. In the event that Landlord receives a reimbursement, refund, credit or other retroactive adjustment of real estate taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from LandlordTenant has paid same, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder an appropriate adjustment shall be made in such installments. the amount of Tax Rent payable by Tenant to Landlord and Landlord shall xxxx promptly remit to Tenant for any amounts due as a result of such reimbursement, refund, credit or other retroactive adjustment, which obligation shall survive the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Expiration Date of this Lease. Tenant shall not be responsible for any such late fees, charges, penalties or interest due to Landlord’s delinquency or penalty resulting from Landlord's delay in the payment of real estate taxes, unless such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount delinquency or validity, in whole or in part, of any Real Estate Tax, or to seek delay is solely as a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant’s delinquency or delay in remitting such sums to Landlord. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant Lessee shall pay, reimburse Lessor as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, its proportionate share of any kind whatsoever (collectively "Impositions") assessed against increase in Lessor’s annual real estate taxes regardless of the Premises cause of such tax increase over the amount of such taxes paid by Lessor in the year 2009. Lessee’s liability herein shall begin with respect the payment due for the taxes paid in 2010 and thereafter for the taxes paid for the entire calendar year in the May and November installments, continuing each year thereafter so long as the Lessee, its successor or assigns, remains in the subject premises, including any lease renewals or holdovers. Lessee’s proportionate share shall be based on the square footage of the demised premises to the Termtotal square footage of the Firehouse Complex. Lessee’s proportionate share is subject to change upon change in total square footage of the complex. The Lessee’s obligation, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments pursuant to this section shall be made become due and payable within thirty (30) days when billed upon the submission to Lessee by Lessor consisting of a statement showing the computations upon which Lessee’s payment obligation is based, together with photostatic copies of all applicable tax bills. In regard to any change in the assessment, Lessor agrees to give Lessee written notice of the proposed tax assessments, whether tentative or final, levied or proposed to be levied against the building and common facilities from time to time, promptly after receipt by Lessor of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxxnotice thereof. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall If Lessor elects not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validitysuch taxes, in whole or in partLessor shall promptly notify Lessee thereof and thereafter Lessee, of any Real Estate Tax, or to seek a reduction at its option and expense (and in the valuation name of the PremisesLessor, or any part thereofif applicable law requires), as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted may appropriately proceed to contest in good faithfaith such taxes. Landlord Lessor shall cooperate with any Lessee in such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenantcontest. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx bill therefor from Landlord, which xxxx shall bill xxxll contain a copy of the municipal municixxx or other taxing authority tax xxxxbill. Tenant shall be entitled to the benefit bxxxxit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx bill Tenant for the applicable installment installmxxx at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 From and after the Commencement Date, Tenant shall pay, as additional rent, pay any and all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions"as defined in Section 1.10) assessed against the Premises with respect relating to the TermPremises. Landlord shall furnish Tenant, but not incomeimmediately upon receipt, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain with a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting bxxx for Real Estate Taxes relating to be paid in installments andthe Premises. At least twenty (20) days prior to the date the Real Estate Taxes become delinquent or begin to accrue penalties and interest, upon such election, Tenant's payments hereunder Tenant shall be made in such installments. pay to Landlord shall xxxx the Real Estate Taxes (provided Tenant for receives the applicable installment bxxx from Landlord at least thirty (30) days before the installment may be paid prior to the taxing authority without interest date the Real Estate Taxes become delinquent or penaltybegin to accrue penalties and/or interest). If Tenant receives the bxxx less than thirty (30) days prior to the date it becomes delinquent, Tenant shall use commercially reasonable efforts to pay such bxxx prior to delinquency. Tenant’s liability for Real Estate Taxes shall be prorated during the first and last years of the Lease Term, as extended, based on the number of days Tenant occupied the Premises in accordance with this Lease Agreement. Tenant shall not be responsible for obligated to pay any such interest additional assessment or penalty resulting from associated with Landlord's delay ’s delinquency in delivering the tax bxxx to Tenant for payment or paying the Real Estate Tax promptly when due. Tenant shall not be obligated to pay Real Estate Taxes accruing after the Lease is lawfully terminated in accordance with the provisions hereof prior to expiration of such amounts the Initial Term of the Lease. The Real Estate Taxes for the first (1st) Lease Year of the Lease Term are estimated at One Hundred Seventy Five Thousand Eight Hundred and Seventy Three and 60/100 Dollars ($175,873.60) ($3.83 per square foot of the Premises). If Tenant desires to the taxing authority. 5.2 contest any real estate tax, charge or assessment. Tenant shall promptly notify Landlord and Tenant shall have the right to contest the amount or validitydo so at its expense, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. and Landlord shall fully cooperate with Tenant in any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises proceeding at Tenant’s sole cost and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenantexpense. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "ImpositionsIMPOSITIONS") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; providedPROVIDED, howeverHOWEVER, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant Lessee shall paypay as soon as they are due, as additional rentAdditional Rent, Lessee's Percentage of all real estate taxes assessed against the Demised Premises and Building Area. As used herein real estate taxes shall mean the property taxes and assessments (including, but not limited to, all Real Estate Taxes (assessments, including personal property special assessments, for public improvements or benefit and water and sewer rents) imposed upon the Building and Building Area, or upon the Fixed Basic Rent and Additional Rent, as such, payable to Lessor, including, but not limited to, real estate, city, county, village, school, and transit taxes, if any)or taxes, assessments, water and sewer rent rates and chargesor charges levied, charges for public utilitiesimposed, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") or assessed against the Premises with respect Building and Building Area by any other taxing authority, whether general or specific, ordinary or extraordinary, foreseen or unforeseen. Subject to the Termfollowing sentence, but not Lessee shall have no obligation to pay any income, estate succession, inheritance, transfer and franchise or other taxes assessed against Landlord's of Lessor. If due to a future change in the method of taxation, any franchise, income or profits. Such payments profit tax shall be made within thirty (30) days after receipt of levied against Lessor in substitution for, or in lieu of, or in addition to, any tax which would otherwise constitute a xxxx therefor from Landlordreal estate tax, which xxxx shall contain a copy of the municipal such franchise, income or other taxing authority profit tax xxxx. Tenant shall be entitled deemed to be a real estate tax for the benefit of purpose hereof; conversely, any statute additional real estate tax hereafter imposed in substitution for, or ordinance permitting in lieu of, any franchise, income or profit tax (which is not in substitution for, or in lieu of, or in addition to, a Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30Tax as hereinbefore provided) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible deemed a Real Estate Tax for any such interest or penalty resulting from Landlord's delay in payment of such amounts the purposes hereof. Notwithstanding anything herein contained to the taxing authority. 5.2 Tenant contrary, Lessor shall invoice Lessee monthly for 1/12th of Lessee's Percentage of the annual taxes and, Lessee shall promptly pay to Lessor together with all other Additional Rent and Basic Rent the required amount as may be adjusted from time to time. Lessee shall not have the right to contest institute a tax appeal on the amount or validityProperty without first obtaining Lessor's consent. Notwithstanding Lessor's consent, in whole or the event Lessee's appeal shall result in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment assessed value of the Property, then Lessee shall remain liable for the Premises and fails to notify Tenant increased tax liability for a period of three years after such increase at least 30 days before the last day for filing an objection to such increase, then Tenant determination which obligation shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and survive the expiration or sooner termination of this Lease. In the Termevent Lessor shall file a tax appeal which is ultimately successful, so that Tenant Lessee shall pay only be obligated to reimburse Lessor its Percentage for all attorneys' fees and costs incurred in the portion of appeal. Notwithstanding anything in the Real Estate Taxes allocable forgoing to the Term; providedcontrary, howeverin the event the assessed valuation within the first three Lease Years is changed to reflect a valuation exceeding $125.00 per square foot, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of Lessor will take an Event of Defaultappeal at Lessee's cost and expense.

Real Estate Taxes. 5.1 (a) Landlord and Tenant shall payuse their best reasonable efforts to have the Town of St. Johnsbury separately assess the demised premises for local real estate tax purposes. If successful, Tenant shall pay as additional rent the real estate taxes assessed on the demised premises for each tax year. In the event Landlord and Tenant are not successful in obtaining the assessment of the demised premises separately, Tenant shall pay to Landlord, as additional rentrent its prorated portion of the real estate taxes upon the demised premises for each tax year (or portion of a tax year) during the term of this Lease. Computation of any prorated real estate taxes for any partial year shall be on a per diem basis. If there shall be more than one taxing authority, all the real estate taxes for any period shall be the sum of the real estate taxes for said period attributable to each taxing authority. Real Estate Taxes estate taxes upon the demised premises shall be equal to the product of the real estate taxes upon the land and buildings of the Shopping Center multiplied by Tenant's Fraction (as hereinafter defined). Tenant's Fraction shall be a fraction the numerator of which is the number of square feet of ground floor area in the demised premises (2,394 square feet) and the denominator of which is the number of square feet of ground floor area in the entire shopping center building (including personal property taxes, if anythe demised premises) (approximately 47,054 square feet), assessmentsas shown on the attached Exhibit A. Whether or not the demised premises are separately assessed, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, the Tenant's share of any kind whatsoever (collectively "Impositions") the real estate taxes assessed against the Premises with respect common area and the land comprising the Shopping Center shall be equal to the Term, but not income, franchise or other product of the real estate taxes assessed against Landlordupon the common area and the land comprising the Shopping Center multiplied by the Tenant's income or profitsfraction. Such payments Landlord shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain give to Tenant a copy of each tax bill received by Landlord xxx the municipal or other taxing authority tax xxxxShopping Center, together with a computation showing Tenant's share thereof as above provided. Tenant shall be entitled pay to Landlord Tenant's portion of the real estate taxes upon the demised premises not separately assessed to Tenant no later than seven (7) days prior to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30due date(s) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible therefor for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faithtax year. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable promptly to the Term; appropriate taxing authority on or before the due date therefor all property taxes separately assessed to Tenant against the demised premises, provided, however, that Tenant reserves its right to protest or appeal any such assessment or tax appraisal in accordance with applicable provisions of law. (b) In the event of any abatements, refunds or rebates of the real estate taxes upon the Shopping Center, an appropriate adjustment shall be made between Landlord need not make and Tenant to take into account Tenant's prorata share of such abatements, refunds or rebates, less all reasonable costs of securing the same. Furthermore, an equitable adjustment shall be made in the event of any apportionment change in favor the method or system of Tenant if this Lease shall have been terminated by reason of an Event of Defaulttaxation from that which is now applicable, including without limitation, any change in the taxing authorities or in the dates and periods for which such taxes are levied.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, pay and discharge all Real Estate Taxes (including personal property taxespayable or accruing for all period(s) within the Term, if any)before failure to pay creates a material risk to Landlord of forfeiture or penalty, assessments, water subject however to Tenant’s right of Contest as this Lease expressly provides. Tenant shall also pay all interest and sewer rent rates and charges, charges penalties any Government assesses for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, late payment of any kind whatsoever Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (collectively "Impositions"paid to Landlord by Tenant) assessed against in accordance with Tenant’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable xxxx that Landlord receives. In the Premises latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as of the Commencement Date, certain Real Estate Taxes are not payable with respect to the TermPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, but not incomeor fail to take any action (including, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt without limitation, the failure to cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of a xxxx therefor from LandlordEqualization), which xxxx shall contain a copy of result in the municipal Premises becoming subject to such Real Estate Taxes; (c) Landlord covenants and agrees that it shall not take any action, or other taxing authority tax xxxx. Tenant fail to take any action, which shall be entitled result in the Premises becoming subject to additional Real Estate Taxes; and (d) in the benefit of any statute or ordinance permitting event that Landlord breaches the covenants in clauses (b) and (c) and Real Estate Taxes to be paid in installments andare imposed on the Premises as a result thereof, upon such election, Tenant's payments hereunder Landlord shall be made in such installments. Landlord shall xxxx Tenant solely responsible for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, payment of such Real Estate Taxes and Tenant shall not be responsible for any such interest have no liability or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes obligation hereunder with respect to the Term shall promptly be paid to and be the property of Tenantthereto. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant Landlord shall paypay all general taxes on Landlord’s Property, as additional rentincluding all general real estate taxes, all Real Estate Taxes (including personal property taxes, if any), assessments, water taxes on Landlord’s personal property located at Landlord’s Property and sewer rent rates and charges, charges installments for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to special assessments arising during the Term, but not income, franchise or other . Tenant agrees to reimburse Landlord for Tenant’s Proportionate Share of such taxes assessed against Landlord's income or profitsand assessments. Such payments Tenant’s obligation for each tax described in this section shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant further prorated for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment first year of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned this Lease between Landlord and Tenant as of the beginning and Commencement Date of this Lease. Tenant’s obligation for each tax described in this section shall be further prorated for the expiration or sooner termination last year of the Term as of the last day of the Term. Tenant shall, so that Tenant shall upon notice from Landlord, pay only the portion in escrow to Landlord one-twelfth (1/12) its Proportionate Share of the Real Estate Taxes allocable to estimated annual real estate taxes, personal property taxes and installments for special assessments for Landlord’s Property on the Term; first day of each month after such request, provided, however, that if the sum of such installments shall be less than the total amount of Tenant’s Proportionate Share of such taxes, Tenant shall pay such deficiency at least ten (10) days in advance of the due date of such taxes, taking into account any installment payment arrangements offered by the taxing authority without the imposition of any finance charge, penalty or other cost. Tenant’s escrow payment shall be applied by Landlord need not make to the payment of the taxes on the Landlord’s Property. At the termination of this Lease, Tenant shall promptly pay Landlord for Tenant’s Proportionate Share of the estimated taxes based upon that portion of the termination year that exceeds the amount of tax payments from Tenant then held in escrow. Such estimate shall be based upon the taxes for the preceding year. Any payment by Tenant in excess of its Proportionate Share of taxes for any apportionment in favor tax year shall be refunded to Tenant within ninety (90) days after the expiration of Tenant if such tax year. For the purpose of this Lease Section 2.4, Tenant’s Proportionate Share shall have been terminated be calculated by reason dividing the rentable square footage of an Event the Leased Premises by the rentable square footage of Defaultall buildings located from time to time on Landlord’s Property.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all All Real Estate Taxes and assessments which shall be validly levied, assessed or imposed upon the Premises during the Lease Term shall be paid by Tenant. Real Estate Taxes shall specifically exclude; (i) income, profits, intangible, documentary stamp, transfer, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes or taxes substituted for or in lieu of the foregoing exclusions; (ii) any assessment or additional tax associated with either a change in ownership of the Elm Road Medical Campus or the further improvement of the Elm Road Medical Campus (including personal property taxesbut not limited to widening of exterior roads, if anythe installation of or hook up to sewer lines, sanitary and storm drainage systems and other utility lines and installations), assessments(iii) taxes on rents, water gross receipts or revenues of Landlord from the Premises; and sewer rent rates (iv) any penalties, late charges or the like attributable to the late payment by Landlord of Real Estate Taxes or Landlord’s delay in delivering the Real Estate Tax bxxx to Tenant for payment, and charges, charges (v) assessments and taxes based on the assessed valuation of land not improved with commercial buildings or Common Areas Real Estate Taxes shall reflect any discount available to Landlord by prompt payment of such tax bxxx regardless of whether such prompt payment is actually made but only so long as Tenant shall have made its contribution within the applicable discount period. Landlord agrees to use best efforts to cause any new construction in the Elm Road Medical Campus to be assessed separately from the Premises and/or the existing Elm Road Medical Campus. Tenant’s Real Estate Taxes for public utilities, excise levies, license the first Lease Year of the Lease Term are estimated to be One Hundred Seventy Five Thousand Eight Hundred Seventy Three and permit fees 60/100 Dollars ($175,873,60) ($3.83 per square foot of the Premises). Tenant shall have the exclusive right to contest and other governmental charges, general appeal all real estate taxes and specified, of any kind whatsoever (collectively "Impositions") assessed assessments against the Premises with respect during the term of this Lease and Landlord hereby agrees to cooperate and assist Tenant in any such contest and appeal including but not limited to the Term, but not income, franchise execution of any documents necessary to prosecute any contest or other appeal of real estate taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxxand assessments. Tenant shall be entitled to the benefit of any statute all refunds and/or rebates applicable to real estate taxes and assessments paid by Tenant pursuant to this Lease and Landlord agrees to pay said refund or ordinance permitting Real Estate Taxes rebate to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any said refund of Real Estate taxes with respect to the Term shall promptly be or rebate is granted or paid to and be Landlord in the property form of Tenantcash or credit. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, pay and discharge all Real Estate Taxes (including personal property taxespayable or accruing for all period(s) within the Term, if any)before failure to pay creates a material risk to Landlord of forfeiture or penalty, assessments, water subject however to Tenant’s right of Contest as this Lease expressly provides. Tenant shall also pay all interest and sewer rent rates and charges, charges penalties any Government assesses for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, late payment of any kind whatsoever Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (collectively "Impositions"paid to Landlord by Tenant) assessed against in accordance with Xxxxxx’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable bill that Xxxxxxxx receives. In the Premises latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as of the Commencement Date, certain Real Estate Taxes are not payable with respect to the TermPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, but not incomeor fail to take any action (including, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt without limitation, the failure to cooperate with Tenant to file for Xxxxxx’s organizational clearance certificate with the California Board of a xxxx therefor from LandlordEqualization), which xxxx shall contain a copy of result in the municipal or other taxing authority tax xxxx. Tenant shall be entitled Premises becoming subject to the benefit of any statute or ordinance permitting such Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Taxes; (c) Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, covenants and Tenant agrees that it shall not be responsible for take any such interest action, or penalty resulting from Landlord's delay fail to take any action, which shall result in payment of such amounts the Premises becoming subject to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any additional Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the TermTaxes; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.and

Real Estate Taxes. 5.1 Tenant Landlord shall paypay all Taxes that accrue against the Property and/or Tower during the Term, which shall be deemed to be included as additional rentpart of the Rent charged to Tenant. “Taxes” means any present or future federal, all Real Estate Taxes (including personal property state, county, municipal or local taxes, if any), assessments, water and sewer rent rates and levies, benefit charges, charges for public utilities, excise levies, license and permit fees and and/or other governmental chargesand/or private impositions (including business park charges and dues), levied, assessed and/or agreed to be imposed upon the Property and/or Tower, or upon the rent due and payable hereunder, whether or not now customary or within the contemplation of the Parties hereto and regardless of whether the same shall be extraordinary or ordinary, general and specifiedor special, or similar or dissimilar to any of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to the Termforegoing, but shall not include any inheritance, estate, succession, income, profits or franchise tax. If any such tax or other taxes excise is levied or assessed directly against Landlord's income or profits. Such payments Tenant, then Tenant shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx responsible for and shall contain a copy of pay the municipal or other same at such times and in such manner as the taxing authority tax xxxxrequires. Tenant shall be entitled to liable for all taxes levied or assessed against Tenant’s personal property or Xxxxxx’s fixtures placed in the benefit of any statute Premises, whether levied or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, assessed against Landlord or Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for reasonably cooperate with Tenant, at Xxxxxx’s expense, in filing, prosecuting and perfecting any appeal or challenge to Taxes as set forth in the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest preceding sentence, including but not limited to, executing any consent, appeal or penaltyother similar document. If, and Tenant shall not be responsible as a result of any appeal or challenge by Xxxxxx, there is a reduction, credit or repayment received by Landlord for any such interest Taxes previously paid by Xxxxxx, Xxxxxxxx agrees to promptly reimburse to Tenant the amount of said reduction, credit or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 repayment. If Tenant shall does not have the right standing rights to contest the amount or validity, in whole or in part, pursue a good faith and reasonable dispute of any Real Estate TaxTaxes under this section, or to seek a reduction in the valuation Landlord will pursue such dispute at Tenant’s sole cost and expense upon written request of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of TenantXxxxxx. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant In the event of Real Estate Tax escalation, with regard to Lessor's property located at 00000&00000 XX 00 Xxxxxx, Xxxxxxx, XX, ----------- Lessee agrees to pay its proportionate share of any escalation during the term of this Lease and any renewal or extension thereof, including any period during which Lessee shall pay, as transact business in the Demised Premises prior to the commencement of the term of this Lease. Base year to be 2000. These charges will be considered "additional rent, all Real Estate Taxes (including personal property taxes, " and will be subject to Late Fees as defined herein if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made paid within thirty (30) days after receipt of a xxxx therefor written statement from Landlord, which xxxx shall contain Lessor setting forth Lessee's share of such taxes and a copy of the municipal or other taxing authority applicable real estate tax xxxxbill. Tenant shall be entitled to For the benefit purposes of any statute or ordinance permitting this Article, the term "Real Estate Taxes to Taxes" shall include all real estate taxes, assessments, water and sewer assessments, betterment assessments, sales and/or rent taxes, special assessments, other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen and unforeseen and each and every installment thereof which shall or may, during the Lease term, be paid in installments andlevied, upon such electionassessed, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penaltyimposed, become due and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Taxpayable, or to seek a reduction liens upon or arising in connection with the valuation of the Premisesuse, occupancy or possession of, or grow due or payable out of, or for, SUNRISE 46, INC. or any part thereof, as assessed for Real Estate Tax purposesand all costs incurred by Xxxxxx in contesting, by appropriate proceedings diligently conducted in good faithlitigating or negotiating the same with the governmental authority. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes Lessee's proportionate share shall be apportioned between Landlord and Tenant as of computed by multiplying the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion total amount of the Real Estate Taxes allocable each year by a fraction, the numerator of which shall be the gross leasable area of the Demised Premises and the denominator of which is the gross leaseable area of all building or portions thereof (including the Demised Premises) occupied by Lessee in SUNRISE 46, INC. determined as of the Commencement Date of the Lease and thereafter as of the beginning of the calendar year in which such taxes are paid. Lessee hereby waives any right it may have by statute or otherwise to protest real estate taxes to any public taxing authority. Nothing herein contained shall be construed to include as a tax which shall be the Termbasis of real estate taxes, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Lessor; provided, however, that Landlord need not make if at any apportionment time after the date hereof, the methods of taxation shall be altered so that in favor lieu of Tenant or as a substitute for the whole or any part of the taxes now levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Lessor which is otherwise measured by or based in whole or in part upon SUNRISE 46, INC. or any portion thereof, or (c) an income or franchise tax, then the same shall be included in the computation of real estate taxes hereunder, computed as if this Lease shall have been terminated by reason the amount of an Event such tax or fee so payable were that due if SUNRISE 46, INC. were the only property of DefaultLessor subject thereto.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, reimburse Landlord for all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed that accrue against the Premises during the Lease Term. Landlord shall provide tenant with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxxappraisal every year of the lease term within 15 days of Landlord’s receipt of such appraisal. Tenant shall be entitled to confer with Landlord as to the benefit appraised value of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installmentsthe Premises and make recommendations regarding the accurateness of the appraisal. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the sole right to contest by appropriate legal proceedings the amount amount, validity, or validityapplication of any Taxes or liens thereof. All ad valorem taxes, capital levies or other taxes assessed or imposed on Landlord upon the rents payable to Landlord under this Lease and any franchise tax, any excise, transaction, sales or privilege tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises or any portion thereof shall be paid by Tenant to Landlord monthly in estimated installments or upon demand, at the option of Landlord, as Additional Rent. If any Real Estate Taxsuch tax or excise is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall be liable for all taxes levied or to seek a reduction assessed against any personal property or fixtures placed in the valuation Premises, whether levied or assessed against Landlord or Tenant. Notwithstanding any of the foregoing, nothing herein shall obligate Tenant to pay the following: (A) income, excess profits, revenue, franchise or other taxes of Landlord which are determined on the basis of Landlord’s net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, capital levy, transfer, gift or similar tax imposed on Landlord or any other owner of the fee of the Premises, or (C) any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted capital gains tax imposed on Landlord in good faith. Landlord shall cooperate connection with any such tax reduction proceeding. If Landlord receives notice the sale of an increase in the Real Estate Tax assessment for the Premises to any person or entity, (D) any income, profits, or revenue tax, assessment, or charge imposed upon the Base Rent or Additional Rent or other benefit received by Landlord under this Lease by any governmental authority, or (E) interest, penalties, and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying fines on any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaultforegoing.

Real Estate Taxes. 5.1 (a) Landlord represents to Tenant that the Land is a separate legal parcel with its own parcel identification number and that the Premises are separately assessed for the purpose of paying all real estate taxes and assessments for betterments and improvements that are levied or assessed by any lawful authority on the Premises (“Real Estate Taxes”). From and after the Effective Date, Landlord shall pay, as additional rentwithout contribution from Tenant, all Real Estate Taxes on the Premises (including personal property taxes, if any), assessments, water the Building and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions"improvements or additions thereto made or constructed after the Effective Date) assessed against the Premises with respect on or prior to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, last day on which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to can be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty; provided, and however, that (i) Tenant shall not pay to Landlord any increases in Real Estate Taxes that occur during the first six (6) Lease Years of the Term based on the highest available discount for early payment which are, in the aggregate, in excess of TWO HUNDRED AND TEN THOUSAND DOLLARS ($210,000). Tenant shall pay such excess, if any, to Landlord during the Term of the Lease on or prior to the last date on which such excess can be paid with the highest available discount for early payment and without interest or penalty. Any increases in Real Estate Taxes that occur after the first six (6) Lease Years of the Term will be payable by Landlord. (b) In addition to Real Estate Taxes described in Section 5.1(a), Landlord shall be responsible for paying, without contribution from Tenant: (i) income, intangible, xxxxxxxxx, xxxxxxx xxxxx, xxxxxx or inheritance taxes or taxes substituted for or in lieu of the foregoing exclusions; (ii) except as provided in Section 5.3, taxes on gross receipts or revenues (other than rent) of Landlord from the Premises; or (iii) any such interest rollback, greenbelt or penalty resulting from Landlord's delay in payment of such amounts similar deferred taxes which are assessed after the Effective Date, but relate to time periods prior to the taxing authorityEffective Date by reason of a change in zoning, use or ownership. 5.2 Tenant (c) If Landlord shall have the right to contest the amount sell or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction otherwise transfer its interest in the valuation Premises and as a result thereof, there shall be a reassessment of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying required to pay any increase in Real Estate Taxes due to the extent they result from such increased assessmentreassessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 All Real Estate Taxes due to such reassessment shall instead be apportioned between paid by Landlord in the year of such reassessment and Tenant as of the beginning and the expiration or sooner termination of all subsequent years during the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only directly all Taxes that accrue against the portion of the Real Estate Taxes allocable to Building during the Term; provided, however, that Txxxxx’s obligation to pay Taxes is conditioned on Landlord need timely delivering to Tenant any and all necessary documentation for the payment of Taxes and Landlord’s reasonable cooperation with respect thereto. The Parties acknowledge and agree that immediately prior to the effective date hereof, Tenant (or an affiliate of Tenant) owned the Premises; accordingly, and in furtherance of Tenant's obligation to directly pay all Taxes pursuant to this Section 2.3, the Parties further acknowledge and agree that Tenant will retain responsibility for the direct payment of all Taxes attributable to calendar year 2023 and calendar year 2024 (as and when due) notwithstanding that such Taxes (or a portion thereof) are attributable to time periods occurring prior to the Commencement Date. “Taxes” means any present or future federal, state, municipal or local taxes, assessments, levies, benefit charges, and/or other governmental and/or private impositions (including business park charges and dues), levied, assessed and/or agreed to be imposed upon the Building, or upon the rent due and payable hereunder, whether or not make now customary or within the contemplation of the Parties hereto and regardless of whether the same shall be extraordinary or ordinary, general or special, or similar or dissimilar to any apportionment in favor of the foregoing, but shall not include any inheritance, estate, succession, income, profits or franchise tax. Tenant if this Lease shall have been terminated by reason the right to, at its sole cost and expense, contest any increase in Taxes or any increase in the assessment of an Event of Defaultthe real property on which the Building is located (the “Land”). If any such tax or excise is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. In addition to the foregoing, Tenant shall be liable for all taxes levied or assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant.

Real Estate Taxes. 5.1 Tenant shall pay, pay all real estate taxes and assessments relating to the Premises (referred to collectively in this paragraph as additional rent, all Real Estate Taxes (including personal property "taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect directly to the Termappropriate taxing authorities on or prior to the date such taxes are due, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments and shall be made provide written evidence of payment to Landlord within thirty (30) days after such payment. Landlord agrees to notify Tenant of any substantial increase in taxes within fifteen (15) days after receipt of a the tax xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit evidence of any statute increase or ordinance permitting Real Estate Taxes to be paid proposed increase in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penaltytaxes, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the absolute right (unless Landlord shall in good faith agree to contest such tax increase) to contest or resist, in good faith and by appropriate proceedings, such increased taxes, or to contest the validity of the amount or validityrate of any increase or proposed increase in the taxes, or any factor used in the calculation or determination of any increase or proposed increase in taxes. Landlord agrees to render to Tenant all assistance reasonably necessary in connection therewith. Landlord further agrees to make reasonable efforts to have the taxing authority send all tax bills for the Premises directly to Tenant; however, if Landlord is unsuccessful, Landlord will forward each such tax xxxx to Tenant within ten (10) days of Landlord's receipt thereof. Without limiting the preceding sentence, Landlord also agrees to forward to Tenant promptly all documents, correspondence, notices and other materials received by Landlord and relating in any way to the taxes applicable to the Premises. Any rebates, refunds or abatements of taxes received by Landlord subsequent to payment of the taxes applicable to the Premises by Tenant shall be refunded to Tenant within ten (10) days of receipt thereof by Landlord. The taxes applicable to the Premises for any partial tax years at the beginning and end of the Term shall be prorated so that Tenant, in whole or its capacity as a tenant, pays only that portion allocable to that portion of the tax year falling within the Term. With respect to any taxes applicable to the Premises accruing prior to the Commencement Date of this Lease, Tenant, in part, of any Real Estate Tax, or to seek a reduction in the valuation its capacity as then owner of the Premises, shall be obligated to pay all such real estate taxes and assessments on or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with before the date that any such tax reduction proceedingtaxes or assessments become delinquent. If Landlord receives notice of an increase in the Real Estate Tax assessment for With respect to any taxes applicable to the Premises and fails to notify Tenant of such increase at least 30 days before accruing after the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination end of the Term, so that Tenant all such real estate taxes and assessments shall pay only be the portion obligation of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of DefaultLandlord.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rentdirectly to the authority charged with collection thereof, the full amount of all taxes levied or assessed after the Rent Commencement Date by the municipality or any governmental authority having jurisdiction of the Premises, for or in respect of the Premises or which may become a lien on the Premises, for each tax period wholly included in the Rent Period and, if exercised, the Extension Terms, all Real Estate Taxes such payments to be made not less than five (including personal property taxes5) days prior to the last date on which the same may be paid without interest or penalty or fifteen (15) days after Xxxxxx’s receipt of the tax bill, whichever is later. Landlord shall promptly furnish Tenant with copies of all bills for taxes levied or assessed after the Rent Commencement Date, and, unless prohibited from doing so by any mortgagee of the Premises, shall request such municipality or governmental authority to send all bills for taxes directly to Tenant. With respect to any fraction of a tax period included in the Rent Period or, if any)exercised, assessmentsthe Extension Terms, water and sewer rent rates and chargesat the beginning or end thereof, charges for public utilitiesTenant shall pay to Landlord, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever within fifteen (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (3015) days after receipt of a xxxx therefor from Landlordreasonably detailed invoice therefor, the fraction of taxes so levied or assessed or becoming payable which xxxx shall contain a copy of the municipal or other taxing authority tax xxxxis allocable to such included period. Tenant shall promptly furnish Landlord with reasonable evidence of each such payment. If Tenant shall deem itself aggrieved by any such tax or charge and shall elect to contest the payment thereof or seek abatement thereof, Tenant may make such payment under protest. Either party paying any tax shall be entitled to recover, receive and retain for its own benefit all abatements and refunds of such tax, unless it has previously been reimbursed by the benefit other party. Neither party shall discontinue any abatement proceedings begun by it without first giving the other party written notice of any statute or ordinance permitting Real Estate Taxes its intent so to do and reasonable opportunity to be paid in installments and, upon such election, Tenant's payments hereunder shall be made substituted in such installmentsproceedings. Landlord shall xxxx Nothing contained in this Lease shall, however, require Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest pay any franchise, corporate, income, estate, inheritance, succession, capital levy or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from transfer tax of Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereofincome, as assessed for Real Estate Tax purposesprofits or revenue tax or charge upon the rent payable by Tenant under this Lease, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises unless and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund that said tax is in lieu of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenantreal estate taxes. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, pay all Real Estate Taxes (including personal property taxesassessed, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against levied or imposed on or with respect to the Premises during and with respect to the Term. For each tax or assessment period, but or installment period thereof, wholly included in the Term, Tenant shall pay such Real Estate Taxes directly to the authority or authorities charged with the collection thereto not incomeless than ten (10) days prior to the last date on which the same may be paid without interest or penalty. For any fraction of a tax or assessment period, franchise or other taxes assessed against installment period thereof, included in the Term at the end thereof, Tenant shall pay to Landlord's income or profits. Such payments shall be made , within thirty ten (3010) days after receipt of a xxxx therefor from Landlordan invoice therefor, which xxxx shall contain a copy the fraction of the municipal Real Estate Taxes so levied or other taxing authority tax xxxxassessed or becoming payable which is allocable to such included period. Tenant shall be entitled promptly after payment thereof furnish Landlord proof of payment of all items which Tenant is required to the benefit of pay pursuant to this Section 3.2. 1. If Tenant shall deem itself aggrieved by any statute or ordinance permitting such Real Estate Taxes and shall elect to contest the payment thereof, Tenant may make such payment under protest or if postponement of such payment does not jeopardize Landlord's title to the Premises, Tenant may postpone the same, provided that in all events it shall secure such payment and any potential interest and penalties thereon by causing to be paid delivered to Landlord cash or other adequate security in installments andform and amount reasonably satisfactory to Landlord. Provided that Tenant has given prior written notice to Landlord, upon and provided that there is then no outstanding Event of Default, Tenant may file an application for abatement of real or personal property taxes in its own name or in the name of Landlord. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to Landlord, (ii) diligently pursue such electionapplication, Tenant's payments hereunder (iii) keep Landlord informed of the status thereof in writing, (iv) with respect to claims relating to a tax year which falls entirely or partially within the last three Lease Years of the Term, not settle such claim without the prior written approval of Landlord (which shall not be made unreasonably withheld or delayed), and (v) not dismiss such claim (other than in such installments. connection with a settlement which must first be approved by Landlord shall xxxx Tenant for where required under the applicable installment preceding clause) without first giving Landlord at least thirty (30) days before days' prior written notice and opportunity to assume the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment prosecution of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faithclaim. Landlord shall reasonably cooperate with any Tenant in seeking such tax reduction proceedingabatement. If Landlord receives notice Any abatement received shall be paid and distributed first to Tenant in the amount of an increase the reasonable costs and expenses expended by Tenant to obtain such abatement, and the remainder to each Party in the proportion that it paid the Real Estate Tax assessment Taxes which were abated. Nothing contained in this Lease shall require Tenant to pay any income, franchise, corporate, estate, inheritance, succession, capital levy or transfer tax of Landlord, unless such tax is imposed, levied or assessed in substitution for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes which Tenant is otherwise required to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect pay pursuant to the Term shall promptly be paid to and be the property of Tenantthis Section 3.2.1. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 ‌ . Tenant shall pay, as additional rent, pay and discharge all Real Estate Taxes (including personal property taxespayable or accruing for all period(s) within the Term, if any)before failure to pay creates a material risk to Landlord of forfeiture or penalty, assessments, water subject however to Tenant’s right of Contest as this Lease expressly provides. Tenant shall also pay all interest and sewer rent rates and charges, charges penalties any Government assesses for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, late payment of any kind whatsoever Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (collectively "Impositions"paid to Landlord by Tenant) assessed against in accordance with Xxxxxx’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable bill that Xxxxxxxx receives. In the Premises latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as of the Commencement Date, certain Real Estate Taxes are not payable with respect to the TermPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, but not incomeor fail to take any action (including, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt without limitation, the failure to cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of a xxxx therefor from LandlordEqualization), which xxxx shall contain a copy of result in the municipal Premises becoming subject to such Real Estate Taxes; (c) Landlord covenants and agrees that it shall not take any action, or other taxing authority tax xxxx. Tenant fail to take any action, which shall be entitled result in the Premises becoming subject to additional Real Estate Taxes; and (d) in the benefit of any statute or ordinance permitting event that Landlord breaches the covenants in clauses (b) and (c) and Real Estate Taxes to be paid in installments andare imposed on the Premises as a result thereof, upon such election, Tenant's payments hereunder Landlord shall be made in such installments. Landlord shall xxxx Tenant solely responsible for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, payment of such Real Estate Taxes and Tenant shall not be responsible for any such interest have no liability or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes obligation hereunder with respect to the Term shall promptly be paid to and be the property of Tenantthereto. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant Tenant, at its sole cost and expense, shall pay, as additional rent, pay when due all Real Estate Taxes (including personal property ad valorem general real estate taxes, if any)betterment or other assessments and transit taxes (collectively, assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") which are assessed against the Premises against, levied, imposed upon, become a lien or become due and payable with respect to or upon the Demised Premises, and no other property, and which first become due and payable, or any installments thereof which become due and payable, on and after the Commencement Date and during the Lease Term, but not income, franchise or other . Tenant shall provide Landlord with copies of all receipts received in connection with the payment of such taxes assessed against Landlord's income or profits. Such payments shall be made and assessments within thirty twenty (3020) days after receipt Landlord's request prior to the date interest or penalties on such taxes and assessments would be imposed. Tenant shall have the right, at its sole cost and expense and in good faith, to contest the amount or validity of a xxxx therefor from Landlordany such Imposition payable by Tenant under the terms of this Lease, which xxxx provided, however, that if at any time payment of any such Imposition shall contain a copy become necessary to prevent the tax sale of the municipal Demised Premises or other taxing authority tax xxxxany portion thereof because of nonpayment, then Tenant shall pay the same in sufficient time to prevent such sale. Landlord shall join, at Tenant's sole cost and expense, in any proceedings referred to above, and hereby agrees that the same may be brought in its name, if the provisions of any law, rule or regulations at the time, in effect shall require that such proceedings be brought by and/or in the name of Landlord or any owner of the Demised Premises. Tenant shall be entitled to the benefit any refund of any statute Impositions, and all penalties or ordinance permitting Real Estate Taxes interest thereon, received by Landlord which shall have been paid by Tenant, or which shall have been paid by Landlord but previously reimbursed in full by Tenant. Provided that no Event of Default shall have occurred and be continuing, Landlord shall not, without Tenant's prior approval, make or agree to any settlement, compromise or other disposition of any such proceedings or discontinue or withdraw any such proceedings or accept any refund or other adjustment of or credit for any Imposition as a result of any such proceedings. Landlord hereby appoints Tenant the attorney-in-fact of Landlord for the purpose of making all payments to be paid made by Tenant pursuant to any of the provisions of this Lease to persons or entities other than Landlord. Notwithstanding anything to the contrary contained in installments andthis Lease, upon such electionif, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least by not later than thirty (30) days before the installment may be paid prior to the taxing authority final date for contesting the validity or amount of any real estate taxes and assessments with respect to the last Lease Year of the Lease Term, Tenant shall not have advised Landlord that Tenant intends to conduct such contest, Landlord will have the right (but not the obligation) to contest the validity and/or amount of such Impositions for the last Lease Year of the Lease Term without interest the consent of Tenant, but at Landlord's sole cost and expense. 5.1.1 If at any time during the Lease Term the methods of taxation of Impositions prevailing at the commencement of the Initial Term hereof shall be altered so that in lieu of, or penaltyas a supplement to, or a substitute for, the whole or any part of the Impositions then levied, assessed or imposed on the Demised Premises, any of the following are levied, assessed or imposed: (a) a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the rents received therefrom; or (b) a tax, assessment, levy (including but not limited to any municipal, state or federal levy), imposition or charge measured by or based in whole or in part upon the Demised Premises and imposed upon Landlord; or (c) a license fee measured by the rent payable under this Lease; then, in such event, all such taxes, assessments, levies, impositions, and charges, or the part thereof so measured or based, shall be deemed to be included in the Impositions payable by Tenant pursuant to this Section 5.1, to the extent that such taxes, assessments, levies, impositions and charges would be payable if the Demised Premises were the only property of Landlord subject thereto, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay pay and discharge the same as herein provided in respect of the payment of general real estate taxes and assessments. 5.1.2 Impositions shall not include any income, excess profit, estate, inheritance, succession, transfer, franchise, capital or other tax or assessment upon Landlord or (unless in substitution, as herein provided) upon the rentals payable under this Lease, all of which shall be the sole obligation of Landlord. The real estate taxes on the Demised Premises during any year shall mean such amounts as shall be finally determined, after deducting abatements, discounts, refunds or rebates, if any, to the taxing authorityImpositions payable with respect to the Demised Premises during said year. 5.2 5.1.3 Any Impositions which become due for the year in which possession is given to Tenant but which are payable with respect to a period prior to the Commencement Date shall be prorated for the calendar year between Landlord and Tenant as provided in Section 3.3 hereof and such proration shall also occur at the end of the Lease Term for the calendar year of termination. 5.1.4 If Landlord shall have the right to contest elect the amount or validityperiod over which any Impositions are payable, in whole or in part, of any Real Estate Tax, or Landlord agrees to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord elect and Tenant as may make such payments over the longest period of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaulttime available.

Real Estate Taxes. 5.1 ‌ . Tenant shall pay, as additional rent, pay and discharge all Real Estate Taxes (including personal property taxespayable or accruing for all period(s) within the Term, if any)before failure to pay creates a material risk to Landlord of forfeiture or penalty, assessments, water subject however to Tenant’s right of Contest as this Lease expressly provides. Tenant shall also pay all interest and sewer rent rates and charges, charges penalties any Government assesses for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, late payment of any kind whatsoever Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (collectively "Impositions"paid to Landlord by Tenant) assessed against in accordance with Tenant’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable xxxx that Landlord receives. In the Premises latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as of the Commencement Date, certain Real Estate Taxes are not payable with respect to the TermPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, but not incomeor fail to take any action (including, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt without limitation, the failure to cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of a xxxx therefor from LandlordEqualization), which xxxx shall contain a copy of result in the municipal Premises becoming subject to such Real Estate Taxes; (c) Landlord covenants and agrees that it shall not take any action, or other taxing authority tax xxxx. Tenant fail to take any action, which shall be entitled result in the Premises becoming subject to additional Real Estate Taxes; and (d) in the benefit of any statute or ordinance permitting event that Landlord breaches the covenants in clauses (b) and (c) and Real Estate Taxes to be paid in installments andare imposed on the Premises as a result thereof, upon such election, Tenant's payments hereunder Landlord shall be made in such installments. Landlord shall xxxx Tenant solely responsible for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, payment of such Real Estate Taxes and Tenant shall not be responsible for any such interest have no liability or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes obligation hereunder with respect to the Term shall promptly be paid to and be the property of Tenantthereto. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, pay to Landlord in accordance with Section 4.2.6 below: (i) Tenant’s Share of all Real Estate Taxes (including personal property taxes, if anyassessments (special or otherwise), assessmentslevies, fees, water and sewer rent rates rents and charges, charges for public utilities, excise levies, license and permit fees all other government levies and other governmental charges, general and specifiedspecial, ordinary and extraordinary, foreseen and unforeseen, which are, at any time during the Term hereof, payable, imposed or levied upon or assessed against the Building and the Lot, or against any Annual Fixed Rent, Additional Rent or other rent of any kind whatsoever or nature payable to Landlord by Tenant on account of the ownership, leasing or operation of the Building or Lot, or which arise on account of or in respect of the ownership, development, leasing, operation, or use of the Building or Lot, excluding interest and penalties not attributable to Tenant’s default, and (ii) all charges for utilities furnished to the Premises which may become a lien on the Premises (collectively "Impositions") assessed against “taxes and assessments” or if singular “tax or assessment”); provided that for any fraction of a tax or assessment period, or installment period thereof, included in the Premises with respect Term at the beginning or end thereof, Tenant shall pay to the TermLandlord, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) 20 days after receipt of invoice therefor, Tenant’s Share of the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period, and provided further that Landlord shall elect to pay any special assessment over the maximum time period permitted by law. Taxes shall not include penalties or interest for the late payment of taxes or assessments, unless such late payment is attributable to an act or omission of Tenant. The amount of special taxes or special assessments shall be limited to the amount of the installment (plus any interest, other than penalty interest, payable thereon) of such special tax or special assessment required to be paid during the year in respect of which such taxes are being determined. In the event that at any time Tenant is liable for the payment of real estate taxes and the Lot has not been recognized as a xxxx therefor separate tax lot as shown on the Subdivision Plan, the real estate taxes for which Tenant shall be responsible for Tenant’s Share shall be calculated on the basis of (a) 100% of the real estate taxes on the Building, and (b) 44% of the real estate taxes on the original land area of approximately 47.15 acres. The parties further acknowledge that the Park Covenants provide in certain circumstances for an allocation of real estate taxes among lots in the event of a subdivision, and in the event of such allocation, the real estate taxes for which Tenant is responsible hereunder shall reflect any such allocation. Landlord agrees diligently to pursue, and use good faith efforts to obtain from the Town of Xxxxxxx, an amendment to the existing Tax Increment Financing Agreement (the “TIF Agreement”) based upon Tenant’s intended occupancy of the Building. The failure to obtain an amendment to the TIF Agreement for any reason shall not modify in any way Tenant’s obligations hereunder. However, if an amendment to the TIF Agreement is obtained on behalf of Tenant, real estate taxes payable hereunder by Tenant shall be equitably adjusted so that Tenant receives one hundred (100%) percent of the benefit of such TIF Agreement allocable to the Premises contemporaneously with the time periods during which such benefits are realized. Conversely, if a separate or amended TIF Agreement is or has been obtained for any other tenant from time to time, Tenant shall not share in any benefit therefrom in the calculation of real estate taxes payable by Tenant. Landlord shall be responsible for all of its costs and expenses associated with attempting to obtain an amendment to the TIF Agreement for Tenant. Landlord shall keep Tenant informed of the progress of its efforts to obtain an amendment to the TIF Agreement, and Tenant agrees, upon request of Landlord, to reasonably cooperate with and provide information to Landlord in connection with Landlord’s effort to obtain an amendment to the TIF Agreement for Tenant. Nothing contained in this Lease shall, however, require Tenant to pay any franchise, corporate, estate, inheritance, succession capital levy or transfer tax of Landlord, or any income, profits or revenue tax or charge upon the rent payable by Tenant under this Lease unless (a) such tax is imposed, levied or assessed in substitution for any other tax or assessment which xxxx Tenant is required to pay pursuant to this Section 4.2.l, or (b) if at any time during the Term of this Lease, the method of taxation shall contain be changed such that in lieu of taxes now payable there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received from the Premises and/or any tax or assessment measured by or based, in 2.1. Landlord shall promptly furnish to Tenant (i) copies of all tax bills concerning the Premises, Building or Lot, and (ii) a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit any notice of any statute public, special or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. betterment assessment received by Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of concerning the Premises, Building or any part thereofLot, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted and when received in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenanteach case. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all “Real Estate Taxes (including personal property Taxes” shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, payments in lieu of taxes, if any)and any license fee, assessmentscommercial rental tax, water and sewer rent rates and chargesimprovement bond or bonds, charges for public utilitieslevy or tax (other than inheritance, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever personal income or estate taxes) imposed upon the Leased Premises or appurtenant land (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income ’s business of leasing the Building) by any authority having the direct or profitsindirect power to tax, together with costs and expenses of contesting the validity or amount of Real Estate Taxes. Such payments If the property is not separately assessed, then Tenant’s liability shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy an equitable proportion of the municipal or other taxing authority real estate taxes for all of the land and improvements included within the tax xxxxparcel assessed. Tenant Landlord’s reasonable determination thereof, in good faith, shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments andconclusive. Tenant, upon such electionat its cost, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of at any Real Estate Tax, or time to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying otherwise contest any Real Estate Taxes for which it is obligated to reimburse Landlord by action or proceeding against the extent they result from entity with authority to assess or impose the same. Landlord shall not be required to join in any such increased assessment. Any refund proceeding or action brought by Tenant unless the provisions of Real Estate taxes with respect applicable Laws require that such proceeding or action be brought by or in the name of Landlord, in which event Landlord shall join in such proceeding or action or permit it to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Termbrought in Landlord’s name, so provided that Tenant protect, indemnify, and hold Landlord free and harmless from and against any liability, cost or expense in connection with such proceeding or contest. Tenant shall continue, during the pendency of such proceeding or action, to pay only the portion of the Real Estate Taxes allocable due as determined by Landlord pursuant to this Section 3.02. If Tenant is successful in such action or proceeding, Landlord shall reimburse to Tenant the reduction in Real Estate Taxes realized by Tenant in such contest or proceeding within ten (10) days after the amount of such reduction has been reimbursed to Landlord. Notwithstanding anything herein to the Term; providedcontrary, howeverin no event shall Real Estate Taxes include any franchise, that Landlord need not make estate, gift, succession, inheritance, transfer, net income, or excess profits tax imposed upon Landlord, or any apportionment in favor penalties or fees. Tenant shall pay, prior to delinquency, all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant if this Lease contained in the Leased Premises or elsewhere. Tenant shall have been terminated by reason of an Event of Defaultcause such trade fixtures, furniture, equipment and all other personal property to be assessed and billed separately from the Leased Premises.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all Real Estate Taxes of the real estate taxes and installments of assessments (including personal property taxesinterest thereon) attributable to the land and building of the leased premises, including the parking area and any and all charges or fees imposed by any City County or State, whether by special assessment or otherwise, for services rendered or to be rendered in the future to or for the benefit of all or any part of the leased premises and which are due and payable during the term or any renewal term of this Lease to the extent such amount exceeds $16,716.54 for any given year in which such taxes and assessments are due and payable. Such amount shall be paid, upon demand, twenty (20) days in advance of the date they are due and payable. Partial years shall be equitably prorated. Landlord shall have the right, if any)Landlord’s future mortgagee so requires or if Tenant shall be in default with respect to any of the terms or conditions of this Lease, assessmentsto call for Tenant to escrow such real estate taxes and special assessments and insurance premiums in advance on a monthly basis. Landlord reserves the right to appeal and axxxx the real estate taxes due and payable during any year during the term or terms of this Lease and if any such real estate taxes are reduced, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises Tenant’s obligation shall only be with respect to the Term, but not income, franchise actual amount so determined (plus reasonable attorneys’ fees and costs incurred in so appealing or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penaltyabating), and Tenant shall receive a rebate from Landlord of any amount in excess thereof. If Landlord does not be responsible for any such interest or penalty resulting from contest real estate taxes, after first consulting with Landlord and receiving Landlord's delay in payment of such amounts to the taxing authority. 5.2 ’s consent and approval, Tenant shall have the right right, at its own expense and in its own name, or Landlord’s name, to contest the amount or validity, in whole or in part, of any Real Estate Tax, or such real estate taxes and seek to seek a reduction in the valuation axxxx real estate taxes due and payable during any year of the Premises, or any part thereof, as assessed for Real Estate Tax purposesterm of this lease, by appropriate proceedings diligently conducted in good faith, but only after payment of such amount and/or item in question unless said payment would operate as a bar to such contest or appeal or interfere materially with the prosecution thereof. Landlord shall cooperate with Upon final determination of any such tax reduction proceedingproceedings, Tenant shall immediately pay any amount plus interest, fees, penalties or other liability in connection therewith as finally determined in such proceedings to be due. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails real estate taxes paid or to notify be paid by Tenant of such increase at least 30 days before the last day for filing an objection to such increaseare reduced or increased, then Tenant Tenant’s obligation shall not only be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to actual amount so determined, and be the property of Tenant. 5.3 Real Estate Taxes Tenant shall be apportioned between entitled to an equitable a rebate from Landlord of any amount in excess of said reduced real estate taxes and Tenant as of the beginning and the expiration costs incurred in appealing or sooner termination of the Term, so that Tenant shall pay only the portion increased amount of such taxes if they are increased together with the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment costs incurred in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaultappealing.

Real Estate Taxes. 5.1 Tenant Landlord shall paypay all general taxes on Landlord’s Property, as additional rentincluding all general real estate taxes, all Real Estate Taxes (including personal property taxes, if any), taxes on Landlord’s personal property located at Landlord’s Property and installments for special assessments arising during the Term of the Lease. Tenant agrees to reimburse Landlord for Tenant’s Proportionate Share of such taxes and assessments, water and sewer rent rates and charges, charges . Tenant’s obligation for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments each tax described in this section shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant further prorated for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment first year of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned this Lease between Landlord and Tenant as of the beginning and Commencement Date. Tenant’s obligation for each tax described in this section shall be further prorated for the expiration or sooner termination last year of the Term as of the last day of the Term. Tenant shall, so that Tenant shall upon notice from Landlord, pay only the portion in escrow to Landlord one-twelfth (1/12) of Tenant’s Proportionate Share of the Real Estate Taxes allocable to estimated annual real estate taxes, personal property taxes and installments for special assessments for Landlord’s Property on the Term; first day of each month after such request, provided, however, that if the sum of such installments shall be less than the total amount of Tenant’s Proportionate Share of such taxes, Tenant shall pay such deficiency at least ten (10) days in advance of the due date of such taxes, taking into account any installment payment arrangements offered by the taxing authority without the imposition of any finance charge, penalty or other cost. Tenant’s escrow payment shall be applied by Landlord need not make any apportionment in favor to the payment of the taxes on the Landlord’s Property. At the termination of this Lease, Tenant if shall promptly pay Landlord for Tenant’s Proportionate Share of the estimated taxes based upon that portion of the termination year this Lease is in effect. Such estimate shall have been terminated be based upon the taxes for the preceding year. Any payment by reason Tenant in excess of an Event Tenant’s Proportionate Share of Defaulttaxes for any tax year shall be refunded to Tenant as soon as reasonably practicable. For the purpose of this Section 2.4, Tenant’s Proportionate Share shall be calculated by dividing the usable square footage of the Leased Premises by the usable square footage of all buildings located from time to time on Landlord’s Property.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rentdirectly to the authority charged with collection thereof, the full amount of all taxes levied or assessed after the Rent Commencement Date by the municipality or any governmental authority having jurisdiction of the Premises, for or in respect of the Premises or which may become a lien on the Premises, for each tax period wholly included in the Rent Period and, if exercised, the Extension Terms, all Real Estate Taxes such payments to be made not less than five (including personal property taxes5) days prior to the last date on which the same may be paid without interest or penalty or fifteen (15) days after Xxxxxx’s receipt of the tax bill, whichever is later. Landlord shall promptly furnish Tenant with copies of all bills for taxes levied or assessed after the Rent Commencement Date, and, unless prohibited from doing so by any mortgagee of the Premises, shall request such municipality or governmental authority to send all bills for taxes directly to Tenant. With respect to any fraction of a tax period included in the Rent Period or, if any)exercised, assessmentsthe Extension Terms, water and sewer rent rates and chargesat the beginning or end thereof, charges for public utilitiesTenant shall pay to Landlord, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever within fifteen (collectively "Impositions") assessed against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (3015) days after receipt of a xxxx therefor from Landlordreasonably detailed invoice therefor, the fraction of taxes so levied or assessed or becoming payable which xxxx shall contain a copy of the municipal or other taxing authority tax xxxxis allocable to such included period. Tenant shall promptly furnish Landlord with reasonable evidence of each such payment. If Tenant shall deem itself aggrieved by any such tax or charge and shall elect to contest the payment thereof or seek abatement thereof, Tenant may make such payment under protest. Either party paying any tax shall be entitled to recover, receive and retain for its own benefit all abatements and refunds of such tax, unless it has previously been reimbursed by the benefit other party. Neither party shall discontinue any abatement proceedings begun by it without first giving the other party written notice of any statute or ordinance permitting Real Estate Taxes its intent so to do and reasonable opportunity to be paid in installments and, upon such election, Tenant's payments hereunder shall be made substituted in such installmentsproceedings. Landlord shall xxxx Nothing contained in this Lease shall, however, require Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest pay any franchise, corporate, income, estate, inheritance, succession, capital levy or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from transfer tax of Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereofincome, as assessed for Real Estate Tax purposesprofits or revenue tax or charge upon the rent payable by Tenant under this Lease, by appropriate proceedings diligently conducted unless said tax is in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice lieu of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenantreal estate taxes. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant Lessee shall pay when due and before the same become delinquent, all real estate taxes attributable to the Premises that may be assessed and levied during theTerm hereof. Lessor will cooperate with Lessee should Lessee desire to contest any future assessment or any such taxes at Lessee's cost and expense. Real estate taxes for the first year of the Term hereof and the last year of the Term, and for any year in which this Lease is prematurely terminated, as permitted herein, shall be prorated between Lessor and Lessee. If Lessee fails to pay such real estate taxes when due, Lessor may pay the taxes and interest and penalties due thereon, provided however, Lessor shall, only have the right to pay such taxes when Lessee is contesting the taxes if (i) Lessee has not paid such taxes under protest; (ii) Lessor, in its sole discretion, finds that the Premises or any part thereof is in danger of being sold, forfeited, lost or interfered with; or (iii) Lessee has not provided any security required under its contest proceedings. In such event, Lessee shall reimburse Lessor for the amount of such taxes, interest and penalties thereon, and Lessor's expenses relating thereto, as Additional Rent with interest thereon at the prime rate announced from time to time by Pittsburgh National Bank plus two percent (2%) (the "Late Rate") until payment is fully made to Lessor. Notwithstanding anything else contained in this Lease or any related documents, Lessee will not seek an assessment of the Premises for tax purposes in an amount less than $3,916,600. If at any time during the Term hereof the methods of taxation prevailing at the commencement of the Term hereof shall be altered so that in lieu of or as a supplement to or a substitute for the whole or any part of the real estate taxes or assessments now levied, assessed, or imposed upon the Premises, there shall be levied, assessed, or imposed any form of assessment, tax, license fee, license tax, business license fee, business license tax, excise tax, commercial rental tax, levy, charge, penalty, or other imposition by the federal or state government, any political subdivision, municipality, school district, or other taxing body, then Lessee shall pay, as additional rentthe case may be, all Real Estate Taxes (including personal property such taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license impositions and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against charges or the Premises with respect to the Term, but not income, franchise part thereof so measured or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlordbased, which xxxx shall contain are in lieu of or a copy substitute for, the whole or any part of the municipal real estate taxes or other taxing authority tax xxxxassessments now levied, assessed or imposed on the Premises. Tenant shall be entitled Upon failure of the Lessee to pay the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments andsame when due, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant Lessor shall have the right to contest pay the same and to collect the amount thereof from Lessee as Additional Rent with interest thereon at the Late Rate. Lessor shall promptly submit to Lessee all real estate or validityother applicable tax notices when they are received from, in whole or in part, of any Real Estate Taxthe taxing bodies. Lessee shall pay all taxes or, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increasepayment due date, then Tenant and at Lessor's request shall not be responsible for paying any Real Estate Taxes provide the Lessor with evidence of payment's ten (10) days prior to the extent date on which they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenantwould become delinquent. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall paycovenants to pay to Landlord, as additional rentAdditional Rent, all Real Estate Taxes for each fiscal tax period (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions"a “Tax Year”) assessed against the Premises with respect to partially or wholly included in the Term, but not incomeTenant’s Percentage of Taxes (as hereinafter defined). Tenant shall remit to Landlord, franchise or other taxes assessed against on the first day of each calendar month, estimated payments on account of Taxes, such monthly amounts to be sufficient to provide Landlord's income or profits, by the time real estate tax payments are due and payable to any governmental authority responsible for collection of same, a sum equal to the Tenant’s Percentage of Taxes, as reasonably estimated by Landlord from time to time on the basis of the most recent tax data available. Such The initial calculation of the monthly estimated payments shall be made within thirty (30) days after receipt based upon the Initial Estimate of a xxxx therefor from Landlord, which xxxx shall contain a copy Tenant’s Percentage of Taxes for the municipal or other taxing authority tax xxxx. Tenant shall be entitled Tax Year and upon quarterly payments being due to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments andgovernmental authority on August 1, upon such electionNovember 1, Tenant's payments hereunder February 1 and May 1, and shall be made in when the Commencement Date has been determined. If the total of such installments. monthly remittances for any Tax Year is greater than the Tenant’s Percentage of Taxes for such Tax year, Landlord shall xxxx promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this subsection 4.2.1, the difference; if the total of such remittances is less than the Tenant’s Percentage of Taxes for such Tax Year, Tenant shall pay the applicable installment difference to Landlord at least thirty ten (3010) days before the installment may be paid prior to the taxing authority without interest date or penalty, dates within such Tax Year that any Taxes become due and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts payable to the taxing authority. 5.2 Tenant governmental authority (but in any event no earlier than ten (10) days following a written notice to Tenant, which notice shall have set forth the right to contest the amount or validity, in whole or in part, manner of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property computation of Tenant. 5.3 Real Estate Taxes ’s Percentage of Taxes). This section shall be apportioned between Landlord and Tenant as of the beginning and survive the expiration or sooner earlier termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of DefaultLease.

Real Estate Taxes. 5.1 Subject to Section 4.2.6, Tenant shall pay, as additional rent, pay directly to the Landlord Tenant's Proportionate Fraction of: (i) all Real Estate Taxes (including personal property ad valorem real estate taxes, if anybetterment assessments (special or otherwise), assessmentslevies, fees, water and sewer rent rates rents and charges, charges for public utilities, excise levies, license and permit fees all other similar government levies and other governmental charges, general and specifiedspecial, of any kind whatsoever ordinary and extraordinary, foreseen and unforeseen, imposed or levied upon or assessed against the Building in which the Premises are a part or the Lot and allocable to the Term hereof (collectively "Impositionstaxes and assessments" or if singular ") assessed against the Premises with respect to tax or assessment"). For each tax or assessment period, or installment period thereof, wholly included in the Term, but not incomeall such payments (prorated if the Term includes any portion of such tax and assessment period, franchise or other taxes assessed against Landlord's income or profits. Such payments installment period thereof) shall be made within by Tenant not later than the later of (i) thirty (30) days after receipt of a xxxx therefor invoice from Landlord, which xxxx shall contain a copy of Landlord to Tenant accompanied by the municipal relevant substantiation or other taxing authority tax xxxx. Tenant shall be entitled (ii) five (5) days prior to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for last date on which the applicable installment at least thirty (30) days before the installment same may be paid to the taxing authority without interest or penalty. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. In the event that Tenant, requests that Landlord apply for any abatement of, or otherwise contest, any tax or assessment, Landlord shall file such abatement or otherwise contest such tax or assessment and shall diligently pursue the same to completion, provided that (i) Landlord receives notice of such request from Tenant at least 30 days prior to the last day on which such abatement or contest may validly be made under applicable law, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment (ii) the reasonable substantiated expenses of such amounts proceedings, including, without limitation, any attorneys' fees incurred as a result thereof, shall be included in the Annual Maintenance Charge of the then current fiscal year. Nothing contained in this Lease shall, however, require Tenant to pay any income taxes, excess profits taxes, excise taxes, franchise taxes ("Excluded Taxes"), estate, succession, inheritance or similar transfer taxes, provided, however, that if at any time during the Term the present system of ad valorem taxation of real property shall be changed so that in lieu of the whole or any part of the ad valorem tax on real property, there shall be assessed on Landlord a capital levy or other tax on the gross rents received with respect to the taxing authority. 5.2 Tenant shall have Building or the right to contest the amount Lot, or validityall of them, or a federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, of upon gross rents, then any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant all of such increase at least 30 days before the last day for filing an objection to such increasetaxes, then Tenant shall not be responsible for paying any Real Estate Taxes assessments, levies or charges, to the extent they result from such increased assessment. Any refund of Real Estate so measured or based ("Substitute Taxes"), shall constitute real estate taxes with respect to payable under the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the TermSection 4.2.1; provided, however, that (i) the inclusion of the aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that would be payable if the Building and Lot were the only property of Landlord, and (ii) only that portion of the Substitute Taxes in excess of the Excluded Taxes shall be payable by Tenant. Landlord need not make shall furnish to Tenant a copy of any apportionment in favor notice of Tenant if this Lease shall have been terminated any public, special or betterment assessment received by reason of an Event of DefaultLandlord concerning the Building or Lot.

Real Estate Taxes. 5.1 (a) Landlord represents to Tenant that the Land is a separate legal parcel with its own parcel identification number and that the Premises are separately assessed for the purpose of paying all real estate taxes and assessments for betterments and improvements that are levied or assessed by any lawful authority on the Premises (“Real Estate Taxes”). From and after the Effective Date, Landlord shall pay, as additional rentwithout contribution from Tenant, all Real Estate Taxes on the Premises (including personal property taxesthe Buildings and any improvements or additions thereto made or constructed after the Effective Date, if any)including, assessmentswithout limitation, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions"the Annex Improvements) assessed against the Premises with respect on or prior to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, last day on which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to can be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty; provided, and however, that (i) Tenant shall not pay to Landlord any increases in Real Estate Taxes that occur during the first six (6) Lease Years of the Term based on the highest available discount for early payment which are, in the aggregate, in excess of TWO HUNDRED AND TWENTY THOUSAND DOLLARS ($220,000). Tenant shall pay such excess, if any, to Landlord during the Term of the Lease on or prior to the last date on which such excess can be paid with the highest available discount for early payment and without interest or penalty. Any increases in Real Estate Taxes that occur after the first six (6) Lease Years of the Term will be payable by Landlord. (b) In addition to Real Estate Taxes described in Section 5.1(a), Landlord shall be responsible for paying, without contribution from Tenant: (i) income, intangible, xxxxxxxxx, xxxxxxx xxxxx, xxxxxx or inheritance taxes or taxes substituted for or in lieu of the foregoing exclusions; (ii) except as provided in Section 5.3, taxes on gross receipts or revenues (other than rent) of Landlord from the Premises; or (iii) any such interest rollback, greenbelt or penalty resulting from Landlord's delay in payment of such amounts similar deferred taxes which are assessed after the Effective Date, but relate to time periods prior to the taxing authorityEffective Date by reason of a change in zoning, use or ownership. 5.2 Tenant (c) If Landlord shall have the right to contest the amount sell or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction otherwise transfer its interest in the valuation Premises and as a result thereof, there shall be a reassessment of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying required to pay any increase in Real Estate Taxes due to the extent they result from such increased assessmentreassessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 All Real Estate Taxes due to such reassessment shall instead be apportioned between paid by Landlord in the year of such reassessment and Tenant as of the beginning and the expiration or sooner termination of all subsequent years during the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant Landlord shall paypay all Taxes that accrue against the Property and/or Tower during the Term, which shall be deemed to be included as additional rentpart of the Rent charged to Tenant. “Taxes” means any present or future federal, all Real Estate Taxes (including personal property state, county, municipal or local taxes, if any), assessments, water and sewer rent rates and levies, benefit charges, charges for public utilities, excise levies, license and permit fees and and/or other governmental chargesand/or private impositions (including business park charges and dues), levied, assessed and/or agreed to be imposed upon the Property and/or Tower, or upon the rent due and payable hereunder, whether or not now customary or within the contemplation of the Parties hereto and regardless of whether the same shall be extraordinary or ordinary, general and specifiedor special, or similar or dissimilar to any of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to the Termforegoing, but shall not include any inheritance, estate, succession, income, profits or franchise tax. If any such tax or other taxes excise is levied or assessed directly against Landlord's income or profits. Such payments Tenant, then Tenant shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx responsible for and shall contain a copy of pay the municipal or other same at such times and in such manner as the taxing authority tax xxxxrequires. Tenant shall be entitled to liable for all taxes levied or assessed against Xxxxxx’s personal property or Xxxxxx’s fixtures placed in the benefit of any statute Premises, whether levied or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, assessed against Landlord or Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for reasonably cooperate with Tenant, at Xxxxxx’s expense, in filing, prosecuting and perfecting any appeal or challenge to Taxes as set forth in the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest preceding sentence, including but not limited to, executing any consent, appeal or penaltyother similar document. If, and Tenant shall not be responsible as a result of any appeal or challenge by Xxxxxx, there is a reduction, credit or repayment received by Landlord for any such interest Taxes previously paid by Xxxxxx, Xxxxxxxx agrees to promptly reimburse to Tenant the amount of said reduction, credit or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall repayment. If Xxxxxx does not have the right standing rights to contest the amount or validity, in whole or in part, pursue a good faith and reasonable dispute of any Real Estate TaxTaxes under this section, or to seek a reduction in the valuation Landlord will pursue such dispute at Xxxxxx’s sole cost and expense upon written request of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of TenantXxxxxx. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant Borrower shall paypay and discharge, and shall cause its Subsidiaries and the Scandinavian Partnerships to pay and discharge, as additional rentand when due and payable, before any penalty attaches, all Real Estate Taxes charges, impositions, levies, assessments and taxes (including personal property taxeswhether general, if anyspecial or otherwise), assessments, water and sewer rent rates and charges, sewer service charges for public utilities, excise levies, license and permit fees and all other municipal or governmental charges, general impositions, levies, assessments and specified, taxes of any kind whatsoever or nature that may be at any time levied, assessed or imposed upon or against any real property owned in fee by any Subsidiary or the Scandinavian Partnerships or in which any Subsidiary has a leasehold interest (collectively "Impositions") assessed against but only to the Premises extent Borrower or any Subsidiary is required to pay such taxes in accordance with the terms of the lease), and shall promptly deliver to Collateral Agent upon Collateral Agent’s request therefor, duplicate receipts evidencing payment thereof prior to delinquency. Notwithstanding anything to the contrary in the foregoing, Borrower may contest any tax imposed, assessed, levied or due with respect to or from said real property, by instituting and diligently and in good faith prosecuting by appropriate judicial proceedings the Term, but not income, franchise validity or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt amount of a xxxx therefor from Landlordtax, which xxxx shall contain a copy charge, imposition or assessment (said tax, charge, imposition or assessment being hereinafter referred to in this Section as "impositions") if (i) the contest or decision relating thereto will not and cannot result in the forfeiture of said real property or the municipal Subsidiary’s leasehold interest therein prior to or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment pending resolution of such amounts to contest and the taxing authority. 5.2 Tenant shall have invalidity, forfeiture, loss of priority or unenforceability of Collateral Agent’s mortgage lien on said real property or the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises Subsidiary’s leasehold interest therein will not and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall cannot be responsible for paying any Real Estate Taxes to the extent they result from such increased assessmentcontest or failure to pay such impositions, (ii) no Event of Default shall exist hereunder, and (iii) prior to commencement and during the duration of such proceeding, Borrower shall maintain adequate reserves on account of the failure to pay such imposition and/or the contest of the amount and/or validity thereof in accordance with GAAP. Any refund Upon resolution of Real Estate taxes with respect to the Term such contest, Borrower shall promptly be paid to and be pay the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as impositions then due. If, at any time during the continuance of the beginning contest described in the preceding sentence, said real property or the Subsidiary’s leasehold interest therein is, in Collateral Agent’s reasonable determination, in imminent danger of being forfeited, lost or rendered invalid or unenforceable, then, in any of said events, Borrower shall, at Collateral Agent’s demand, use the aforesaid reserve to pay such impositions and if such reserve is insufficient to pay in full the expiration or sooner termination of the Termrequired payment, so that Tenant Borrower promptly shall pay only the portion amount of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaultsuch insufficiency.

Real Estate Taxes. 5.1 Tenant shall paypay to Landlord all taxes levied or assessed by, or becoming payable to, the municipality or any governmental authority having jurisdiction of the Premises, for or in respect of the Premises, allocated as additional rentaforesaid, or which may become a lien on the Premises, for each tax period wholly included in the Initial Term and, if exercised, the Extension Terms, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect such payments to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty ten (3010) days after Tenant receives Landlord's notice of Tenant's Share; provided that for any fraction of a tax period included in the Initial Term or, if exercises, the Extension Terms at the beginning or end thereof, Tenant shall pay to Landlord the fraction of taxes so levied or assessed or becoming payable which is allocable to such included period, which payment shall be due within ten (10) days after receipt of invoice therefor, but, with respect to a xxxx therefor from payment on account of a fraction of a tax period at the beginning of the Initial Term, such payment shall not be due prior to ten (10) days before such payment may be made without interest or penalty. Any payment based upon an estimate shall be adjusted as soon as the amount of such payment becomes final. If Tenant shall deem itself aggrieved by any such tax or charge and shall elect to contest the payment thereof, Tenant may make such payment under protest or it postponement of such payment does not jeopardize Landlord's title to the Premises, Tenant may postpone the same provided that it shall secure such payment and the interest and penalties thereon by causing to be delivered to Landlord cash or other adequate security in form and amount reasonably 15 satisfactory to Landlord, which xxxx amount shall contain a copy not be greater than one hundred and twenty-five per cent (125%) of the municipal unpaid balance of the contested tax or other taxing authority charge. Either party paying tax xxxx. Tenant shall be entitled to recover, receive and retain for its own benefit all abatements and refunds of such tax, unless it has previously been reimbursed by the benefit other party. Neither party shall discontinue any abatement proceedings begun by it without first giving the other party written notice of any statute or ordinance permitting Real Estate Taxes its intent so to do and reasonable opportunity to be paid in installments and, upon such election, Tenant's payments hereunder shall be made substituted in such installmentsproceedings. Nothing contained in this Lease shall, however, require Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax of Landlord, or any income, profits or revenue tax or charge upon the rent payable by Tenant under this Lease. Landlord shall xxxx hereby authorizes Tenant to pick up bills for the applicable installment at least thirty (30) days before the installment may be paid to such taxes directly from the taxing authority without interest or penalty, so long as Tenant is the tenant of the entire Premises and Tenant shall not be responsible for any such interest or penalty resulting from promptly deliver a copy thereof to Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall agrees to cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase Tenant in the Real Estate Tax assessment for the Premises and fails this regard pursuant to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant's reasonable requests. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, all Real Estate Taxes (including personal property taxesshall mean all taxes levied or ----------------- assessed by, if any)or becoming payable to the municipality or any governmental authority having jurisdiction of the Property for each tax period wholly included in the Term; provided that for any fraction of a tax period included in the Term at the end thereof, assessmentsTenant shall pay to Landlord, water and sewer Tenant's Proportionate Share of the fraction of taxes so levied or assessed or becoming payable which is allocable to such included period. Nothing contained in this Lease shall, however, require Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax of Landlord, or any income, profits or revenue tax or charge upon the rent rates and chargespayable by Tenant under this Lease; provided, charges for public utilitieshowever, excise leviesthat if, license and permit fees and other governmental charges, general and specified, of at any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to time during the Term, but not incomeunder the laws of the United States or any state of political subdivision thereof in which the Premises are situated, franchise there shall be adopted some other method of taxation on real estate as a substitute in whole or in part for taxes on real estate as now constituted such as tax on the Fixed Rent, Additional Rent or the other charges payable by Tenant hereunder by whatever name called is levied, assessed or imposed against Landlord or the Fixed Rent or Additional Rent or other taxes assessed against charges payable hereunder to Landlord, (which substitute tax on the Fixed Rent, Additional Rent, or other charges or other substitute method of taxation are hereinafter collectively referred to as "Substitute Taxes"), Tenant, to the extent that such Substitute Taxes are means of raising revenue from real estate shall pay Tenant's income or profits. Such payments shall be made Proportionate Share of Substitute Taxes within thirty (30) days after receipt invoice. In the event that any such Substitute Taxes shall be based upon the income of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, then Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes obligation with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate aforesaid Substitute Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable limited to the Term; provided, however, amount thereof as computed at the rates that Landlord need not make any apportionment in favor would be payable if the rent reserved hereunder were the sole taxable net income of Tenant if this Lease shall have been terminated by reason of an Event of DefaultLandlord.

Real Estate Taxes. 5.1 Tenant shall paybe responsible for all real property taxes and general and special assessments, as additional rent, all foreseen and unforeseen ("Real Estate Taxes (including personal property taxes, if anyTaxes"), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") which may be levied or assessed against the Premises with respect for any tax year which is wholly or partly within any Lease Year. As used herein, the term "Real Estate Taxes" shall mean all real estate taxes, assessments, metropolitan district charges, sewer rents, ad valorem charges, water rents, front foot benefit charges, and all other governmental impositions in the nature of the foregoing, including any sums levied pursuant to the Term, but not income, franchise or other taxes assessed against Landlord's income or profitsShopping Center Documents. Such payments If at any time during the Term the method of taxation prevailing at the commencement of the Term shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy altered so as to cause the whole or any part of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting items constituting Real Estate Taxes to be paid levied, assessed or imposed wholly or partly as a capital levy, or otherwise, on the rents received from the Premises, wholly or partly in installments andlieu of the imposition of, upon or the increase of, taxes in the nature of Real Estate Taxes issued against the Premises, then the charge to Landlord resulting from such electionaltered method of taxation shall be deemed to be within the definition of Real Estate Taxes. Landlord will have the Premises separately assessed and billed for the purpose of Real Estate Taxes. Should at any time during the Term the Premises not be separately assessed, then Tenant shall be responsible for payment of its "pro rata share" of the bill for Real Estate Taxes levied against the tax parcel or parcelx xx which the Premises is a part (the "Tax Parcel"). Tenant's payments hereunder "pro rata share" shall be made in defined as the percentage that the gross leasable area of all the buildings located within the Tax Parcel. In making such installmentsdetermination, the records of the tax assessor shall prevail. In the event the Premises is not separately assessed, Tenant shall pay its "pro rata share" of Real Estate Taxes to Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before such Real Estate Taxes become delinquent. Also, in such event Landlord shall provide to Tenant the installment may be paid computation of and supporting documentation for Tenant's "pro rata share" of Real Estate Taxes at least thirty (30) days prior to the taxing authority without interest or penalty, and date upon which Tenant shall not be responsible for any must pay such interest or penalty resulting from Landlord's delay in payment "pro rata share" of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of TenantLandlord. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant shall paypay to Landlord as Additional Rent Tenant's Prorata Share (or, as additional rent, all Tenaxx'x Xroportionate Share in the event there is more than one Building in the Center) of Real Estate Taxes levied against the Center. "Real Estate Taxes" shall mean: (including personal property taxesa) all ad valorem Real Estate Taxes on the Center (adjusted after protest or litigation, if any)) for any part of the term of this Lease, exclusive of penalties; (b) any taxes which shall be levied in lieu of any such ad valorem Real Estate Taxes; (c) any special assessments for benefits on or to the Center paid in annual installments by Landlord; (d) occupational taxes or excise taxes levied on rentals derived from the operation of the property or the privilege of leasing property; (e) any private subdivision assessment made against the Center; and (f) the reasonable expense of protesting, negotiating or contesting the amount or validity of any such taxes, charges or assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect such expense to be applicable to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy period of the municipal item contested, protested or other taxing authority tax xxxxnegotiated. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments andTenant, upon such election5 10 at Tenaxx'x xole cost and expense, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest challenge the real estate taxes levied against the Premises. If the Lease Term shall end during a tax year ("tax year" shall mean the annual period for which Real Estate Taxes are assessed and levied) of which only part is included in the Lease Term, the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days Additional Rent shall be prorated on a per diem basis and shall be paid on or before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and Lease Term. If the expiration or sooner termination Lease Term ends in any tax year before the amount to be payable by Tenaxx xxx been determined under the provisions of the Termthis Section, so that Tenant shall pay only an amount payable for the portion of the Real Estate Taxes allocable to Lease Term during the Term; providedtax year shall be reasonably estimated by Landlord and the estimated amount shall be promptly paid by Tenaxx. Xs soon as the amount properly payable by Tenant for the partial period has finally been determined, however, that the amount shall be adjusted between Landlord need not make any apportionment and Tenant. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in favor of Tenant if this Lease shall have been terminated by reason of an Event of Defaultthe Premises.

Real Estate Taxes. 5.1 Tenant hereby agrees xx xxx xx Xxxxxxrd simultaneous with the execution of this lease that portion of the current red estate taxes levied or assessed against the leased premises which are attributable to Tenant's occupancy of the leased premises and all special assessments and fire and extended insurance. Tenant hereby acknowledges that such taxes have been paid in advance by or on behalf of Landlord prior to the commencement of the term of this lease and that the portion to be paid by Tenant shall paybe determined by a prorata adjustment of such taxes on a due date basis for the number of days of the term hereof falling within the applicable tax year. This proration shall be 53.4%, which is approximately 8,824 square feet of the entire building in which the leased premises is located. The remaining 7,684 square feet of the building which the leased premises is located shall be occupied by the Landlord and the Landlord shall be responsible for his proration of the real estate taxes on that portion of the building. The real estate taxes and special assessments shall be allocated as follows between Landlord and Tenant: A. Landlord - 46.6% B. Tenant - 53.4% Since the City of Grosse Pointe Park and any governmental authority having jurisdiction over the leased premises does not separately levy or assess all real estate taxes or assessments against the leased premises or issue a separate tax bill therefore, Tenant covenants and agrees to pay Landlord, Xxxxnt's previous noted proportionate share of my real property taxes and assessments, of any kind or nature, and all other impositions, general and special, ordinary and extraordinary, of every kind and nature whatsoever, hereinafter called "taxes" or special assessments of any kind or nature which may be levied, imposed or assessed by any lawful authority against the leased premises and/or Building for any calendar year during the term thereof. Tenant's proportionate share, as indicated, for such taxes and special assessments shall be Fifty Three and 4/10 percent (53.4%) of such taxes and special assessments. The Tenant shall be individually responsible for any personal property taxes assessed because of his occupancy of the premises or due to inventory maintained on the premises. Tenant shall provide for the payment of said taxes by paying the Landlord on each date a monthly installment of the rent shall be due and payable as additional rent, all Real Estate Taxes at least one-twelfth (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, 1/12th) of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect aggregate of such taxes as such aggregate is from time to time estimated by the Landlord. If the monies paid by Tenant to the Term, but not income, franchise or other Landlord are insufficient in amount to pay and discharge such taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of when the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, same become due and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increasepayable, then Tenant shall not be responsible for paying any Real Estate Taxes from time to time and on demand from Landlord pay to the extent they result from Landlord the amount of such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenantdeficiency. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 Tenant (a) Lessee shall pay, as additional rentdischarge or otherwise satisfy, at least twenty (20) days prior to any applicable delinquency date, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed levies against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, Leased Property or any part thereof, as assessed for Real Estate Tax purposeswhether ordinary or extra ordinary, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate foreseen or unforeseen, together with any such tax reduction proceedinginterest or penalties thereon (all of which are herein called "Impositions"). If Landlord receives notice Lessee may pay any Imposition in installments, if payment may be so made without penalty, except that on the termination of an increase this Lease any Imposition which Lessee has elected to pay in installments shall be paid in full by Lessee prior to the Real Estate Tax assessment expiration of the Term. All impositions for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant tax year in which this Lease commences shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be by Lessee. All Impositions for the property of Tenant. 5.3 Real Estate Taxes tax year in which this Lease shall terminate shall be apportioned between Landlord Lessee and Tenant Lessor as of the beginning expiration date hereof, provided Lessee shall not be entitled to receive any such apportionment upon the termination hereof if Lessee shall be in default in the performance of any of Lessee's covenants, agreements and undertakings to be performed by it hereunder. (b) Lessee shall furnish to Lessor, within ten (10) days after the expiration or sooner termination date any amount is paid by Lessee as provided in this section, copies of official receipts of the Termappropriate taxing authority or other proof reasonably satisfactory to Lessor evidencing payment of Impositions. (c) Nothing contained in this Lease shall require Lessee to pay any franchise, so that Tenant shall pay only corporate, estate, inheritance, succession, capital levy or transfer tax of Lessor or any income, profits or revenue tax or any other tax, assessment, charge or levy upon the portion of the Real Estate Taxes allocable to the TermRent payable by Lessee under this Lease; provided, however, that Landlord need if at any time during the Term of this Lease, under the laws of the State of Texas or any political subdivision thereof, a tax on rents is assessed against Lessor or the Rent, as a substitution in whole or in part for or in addition to ad valorem or real property taxes assessed by such State or political subdivision on the Leased Property or any part thereof, such tax shall be deemed to be included within the amount which Lessee is required to pay under this section; and provided, further, that in no event shall Lessee be obligated to pay for any year any greater amount by way of such substitute or additional tax than would have been payable by Lessor by way of such substitute or additional tax had the Rent upon which such tax was imposed been the sole taxable income of Lessor for the year in question. (d) Notwithstanding the foregoing, Lessee shall not make be required to pay, discharge or remove any apportionment in favor Imposition so long as Lessee shall contest the amount or validity of Tenant such Imposition by appropriate proceeding which shall operate to prevent or stay the collection of the Imposition so contested and if this Lease Lessee shall have been terminated deposited with Lessor the amount so contested and unpaid, together with a sum to cover all interest and penalties in connection therewith and all charges that may be assessed or become a charge against the Leased Property in such proceeding. During such contest, Lessor shall have no right to pay the Imposition contested except as provided herein. Upon the termination of such proceeding, Lessee shall deliver to Lessor proof of the amount of the Imposition as finally determined and thereupon Lessor shall, out of the sum so deposited with it by reason Lessee, pay such Imposition and shall refund any balance to Lessee. If the sum deposited with Lessor is insufficient to pay the full amount of an Event such Imposition and the interest, penalties and other charges, Lessee shall forthwith pay any deficiency. If during such proceeding Lessor shall deem the sums deposited with it insufficient, Lessee shall upon demand deposit with Lessor such additional sums as Lessor may reasonably request and upon failure of DefaultLessee so to do, the amount theretofore deposited may be applied by Lessor to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be returned to Lessee. Lessee shall give Lessor written notice of any such contest and Lessor, at Lessee's sole expense, shall join in any such proceeding if any law, rule or regulation at the time in effect shall so require. Any proceeding for contesting the validity or amount of any Imposition, or to recover any Imposition paid by Lessee, may be brought by Lessee in the name of Lessor or in the name of Lessee, or both, as Lessee may deem advisable. Lessor shall not be subjected to any liability for the payment of any costs or expenses in connection with any proceedings and Lessee will indemnify and save Lessor harmless from any such costs and expenses. (e) If Lessee shall default in the payment of any Imposition required to be paid hereunder by Lessee, Lessor shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Lessor shall be paid by Lessee to Lessor upon demand.

Real Estate Taxes. 5.1 8.1 Beginning on the Rent Commencement Date and continuing throughout the Term and any extensions thereof, Tenant shall paypay to Landlord, as additional rent, all Tenant’s Pro Rata Share of the Real Estate Taxes incurred for each calendar year (including personal property or portion thereof). Tenant’s Pro Rata Share is set forth in Section 1.11 hereof. If the system of real estate taxation shall be altered or varied and any new tax or levy shall be levied or imposed on said land, Building and improvements, and/or Landlord, in substitution for real estate taxes presently levied or imposed on immovables in the jurisdiction where the Building is located, then any such new tax or levy shall be included within the term “Real Estate Taxes.” 8.2 For purposes of this Article 8, the term “Real Estate Taxes” means all taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental chargesassessments, general and specifiedspecial, of any kind whatsoever (collectively "Impositions") assessed against the Premises levied or imposed with respect to the Termland, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty Building and improvements constructed thereon (30) days after receipt of plus a xxxx therefor from Landlord, which xxxx shall contain a copy pro-rata share of the municipal common elements of the Project) including all taxes, rates and assessments, general and special, levied or other taxing authority tax xxxximposed for school, public betterment and/or general or local improvements, and specifically excluding any fines or penalties incurred in the payment thereof. Tenant shall be entitled Reasonable expenses incurred by Landlord in obtaining or attempting to the benefit obtain a reduction of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord added to and Tenant as included in the amount of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the any such Real Estate Taxes. Real Estate Taxes allocable to which are being contested by Landlord shall nevertheless be included for purposes of the Term; computation of the liability of Tenant under Article 8 hereof provided, however, that in the event that Tenant shall have paid any amount of increased rent pursuant to this Article 8 and Landlord need not make shall thereafter receive a refund of any apportionment in favor portion of Tenant if this Lease any Real Estate Taxes on which such payment shall have been terminated by reason based, Landlord shall pay to Tenant the appropriate portion of an Event such refund. Landlord shall have no obligation to contest, object or litigate the levying or imposition of Defaultany Real Estate Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion any Real Estate Taxes without consent or approval of Tenant.

Real Estate Taxes. 5.1 A. Tenant shall pay, pay as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to Additional Rent during the Term, but not upon demand from time to time by Landlord, the "Proportionate Share" (as hereinafter defined) of real estate taxes, assessments and other charges and levies which may be made or imposed upon the Premises ("Taxes"), other than income, franchise franchise, gross receipts, corporation, capital levy, excess profits, revenue, inheritance, devolution, gift, estate, payroll or stamp tax, or other taxes assessed against Landlord's income tax not in lieu of or profits. Such payments as substitute for real estate tax; provided, however, that if any time during the Tern the methods of taxation prevailing at the Commencement Date shall be made within thirty (30) days after receipt altered so as to cause the whole or any part of the Taxes to be imposed, wholly or partly, as a xxxx therefor capital levy, on the rents received from the Premises or otherwise, or if any tax shall be measured by or based in whole or in part upon the value of the Premises and shall be imposed upon Landlord, which xxxx shall contain then, to the extent that such other tax is a copy substitute for or is enacted in lieu of the municipal or other taxing authority tax xxxx. existing real estate tax, as described above, Tenant shall be entitled responsible for payment, as Additional Rent, of all such Taxes. The maximum obligation of Tenant, however, shall be achieved by computing such substitute tax as if the Premises were the sole property of Landlord. Upon request of Tenant, Landlord shall execute all documents necessary for, and will cooperate with Tenant with respect to, the prosecution, in Landlord's name, of appeals of the tax assessment against the Premises, provided that no such appeal shall be prosecuted if the prosecution thereof would, in Landlord's reasonable judgment, jeopardize Landlord's ownership of the Tract or create any lien or encumbrance thereon, and further provided that Landlord shall incur no expense or obligation in connection with any such appeals. B. At the option of Landlord from time to time, the benefit share of Taxes and/or any statute or ordinance permitting Real Estate Taxes to other charges for which Tenant may be responsible hereunder shall be paid in monthly installments andin such amounts as are estimated and billed by Landlord, upon each such installment being due on the first day of each month. If Landlord does not make such election, Tenant's payments hereunder then Tenant shall be made in such installments. pay taxes to Landlord shall xxxx Tenant for the applicable installment at least on a quarterly basis, thirty (30) days before the installment may be paid date Landlord is required to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceedingpay same. If Landlord receives notice elects such option, which it may do from time to time, then within sixty (60) days after receipt by Landlord of an increase final Tax bills and/or a reasonable accounting of any other charges so billed for the applicable year, Landlord shall make available for Tenant's inspection copies of such Tax bills and/or such accounting, and the monthly payments to be made by Tenant thereafter shall be adjusted to compensate for any overpayment or underpayment made by Tenant in the Real Estate Tax assessment for preceding period. It is understood and agreed that the Premises and fails responsibility of Tenant to notify Tenant pay costs of such increase at least 30 days before the last day for filing an objection to such increaseany nature which may be due under this Lease shall, then Tenant shall if not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and time of expiration of the expiration Term or sooner other termination of the Termthis Lease, so that Tenant shall pay only the portion survive expiration of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor Term or other termination of Tenant if this Lease shall have been terminated by reason of an Event of DefaultLease.

Real Estate Taxes. 5.1 Tenant (a) Lessee shall pay, as additional rentdischarge or otherwise satisfy, at least twenty (20) days prior to any applicable delinquency date, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed levies against the Premises with respect to the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, Leased Property or any part thereof, as assessed for Real Estate Tax purposeswhether ordinary or extra ordinary, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate foreseen or unforeseen, together with any such tax reduction proceedinginterest or penalties thereon (all of which are herein called "Impositions"). If Landlord receives notice Lessee may pay any Imposition in installments, if payment may be so made without penalty, except that on the termination of an increase this Lease any Imposition which Lessee has elected to pay in installments shall be paid in full by Lessee prior to the Real Estate Tax assessment expiration of the Term. All impositions for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant tax year in which this Lease commences shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be by Lessee. All Impositions for the property of Tenant. 5.3 Real Estate Taxes tax year in which this Lease shall terminate shall be apportioned between Landlord Lessee and Tenant Lessor as of the beginning expiration date hereof, provided Lessee shall not be entitled to receive any such apportionment upon the termination hereof if Lessee shall be in default in the performance of any of Lessee's covenants, agreements and undertakings to be performed by it hereunder. (b) Lessee shall furnish to Lessor, within ten (10) days after the expiration or sooner termination date any amount is paid by Lessee as provided in this section, copies of official receipts of the Termappropriate taxing authority or other proof reasonably satisfactory to Lessor evidencing payment of Impositions. (c) Nothing contained in this Lease shall require Lessee to pay any franchise, so that Tenant shall pay only corporate, estate, inheritance, succession, capital levy or transfer tax of Lessor or any income, profits or revenue tax or any other tax, assessment, charge or levy upon the portion of the Real Estate Taxes allocable to the TermRent payable by Lessee under this Lease; provided, however, that Landlord need if at any time during the Term of this Lease, under the laws of the State of North Carolina or any political subdivision thereof, a tax on rents is assessed against Lessor or the Rent, as a substitution in whole or in part for or in addition to ad valorem or real property taxes assessed by such State or political subdivision on the Leased Property or any part thereof, such tax shall be deemed to be included within the amount which Lessee is required to pay under this section; and provided, further, that in no event shall Lessee be obligated to pay for any year any greater amount by way of such substitute or additional tax than would have been payable by Lessor by way of such substitute or additional tax had the Rent upon which such tax was imposed been the sole taxable income of Lessor for the year in question. (d) Notwithstanding the foregoing, Lessee shall not make be required to pay, discharge or remove any apportionment in favor Imposition so long as Lessee shall contest the amount or validity of Tenant such Imposition by appropriate proceeding which shall operate to prevent or stay the collection of the Imposition so contested and if this Lease Lessee shall have been terminated deposited with Lessor the amount so contested and unpaid, together with a sum to cover all interest and penalties in connection therewith and all charges that may be assessed or become a charge against the Leased Property in such proceeding. During such contest, Lessor shall have no right to pay the Imposition contested except as provided herein. Upon the termination of such proceeding, Lessee shall deliver to Lessor proof of the amount of the Imposition as finally determined and thereupon Lessor shall, out of the sum so deposited with it by reason Lessee, pay such Imposition and shall refund any balance to Lessee. If the sum deposited with Lessor is insufficient to pay the full amount of an Event such Imposition and the interest, penalties and other charges, Lessee shall forthwith pay any deficiency. If during such proceeding Lessor shall deem the sums deposited with it insufficient, Lessee shall upon demand deposit with Lessor such additional sums as Lessor may reasonably request and upon failure of DefaultLessee so to do, the amount theretofore deposited may be applied by Lessor to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be returned to Lessee. Lessee shall give Lessor written notice of any such contest and Lessor, at Lessee's sole expense, shall join in any such proceeding if any law, rule or regulation at the time in effect shall so require. Any proceeding for contesting the validity or amount of any Imposition, or to recover any Imposition paid by Lessee, may be brought by Lessee in the name of Lessor or in the name of Lessee, or both, as Lessee may deem advisable. Lessor shall not be subjected to any liability for the payment of any costs or expenses in connection with any proceedings and Lessee will indemnify and save Lessor harmless from any such costs and expenses. (e) If Lessee shall default in the payment of any Imposition required to be paid hereunder by Lessee, Lessor shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Lessor shall be paid by Lessee to Lessor upon demand.

Real Estate Taxes. 5.1 Tenant shall pay, as additional rent, directly to Landlord: (i) its pro-rata share of all Real Estate Taxes (including personal property taxes, if anyassessments (special or otherwise), assessmentslevies, fees, water and sewer rent rates rents, and charges, charges for public utilities, excise levies, license all other government levies and permit fees and other governmental charges, general and specifiedspecial, ordinary and extraordinary, foreseen and unforeseen, which are, at any time during the Term hereof, imposed or levied upon or assessed against (A) the Property, (B) any Fixed Rent, Additional Rent or other sum payable hereunder, provided, however, that Tenant shall not be required to pay any of Landlord's income taxes, estate, succession or inheritance taxes, or (C) this Lease, or the leasehold estate hereby created, or which arise in respect of the operation, possession or use of the Premises; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any kind whatsoever Fixed Rent, Additional Rent or other sum payable hereunder; (iii) all sales, value added, use and similar taxes at any time levied, assessed or payable on account of the acquisition, leasing or use of the Premises; and (iv) all charges for utilities furnished to the Premises which may become a lien on the Property (collectively "Impositionstaxes and assessments" or if singular ") assessed against the Premises with respect to tax or assessment"). For each tax or assessment period, or installment period thereof included in the Term, but not income, franchise or other taxes assessed against Landlord's income or profits. Such all such payments shall be made by Tenant not less than fifteen days prior to the last date on which the same may be paid without interest or penalty. For any fraction of a tax or assessment period, or installment period thereof, included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, within thirty ten (3010) days after receipt of a xxxx therefor from invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. Nothing contained in this Lease shall, however, require Tenant to pay any of Landlord's income taxes, which xxxx estate, succession or inheritance taxes. Landlord shall contain furnish to Tenant a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit any notice of any statute public, special or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. betterment assessment received by Landlord shall xxxx Tenant for concerning the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authorityProperty. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Term; provided, however, that Landlord need not make any apportionment in favor of Tenant if this Lease shall have been terminated by reason of an Event of Default.

Real Estate Taxes. 5.1 A. Tenant shall pay, pay as additional rent, all Real Estate Taxes (including personal property taxes, if any), assessments, water and sewer rent rates and charges, charges for public utilities, excise levies, license and permit fees and other governmental charges, general and specified, of any kind whatsoever (collectively "Impositions") assessed against the Premises with respect to Additional Rent during the Term, but not upon demand from time to time by Landlord, the "Proportionate Share" (an hereinafter defined) of real estate taxes, which may be made or imposed upon the Premises ("Taxes"), other than income, franchise franchise, gross receipts, corporation, capital levy, excess profits, revenue, inheritance, devolution, gift, estate, payroll or stamp tax, or other taxes assessed against Landlord's income tax not in lieu of or profits. Such payments shall be made within thirty (30) days after receipt of a xxxx therefor from Landlord, which xxxx shall contain a copy of the municipal or other taxing authority tax xxxx. Tenant shall be entitled to the benefit of any statute or ordinance permitting Real Estate Taxes to be paid in installments and, upon such election, Tenant's payments hereunder shall be made in such installments. Landlord shall xxxx Tenant as substitute for the applicable installment at least thirty (30) days before the installment may be paid to the taxing authority without interest or penalty, and Tenant shall not be responsible for any such interest or penalty resulting from Landlord's delay in payment of such amounts to the taxing authority. 5.2 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Real Estate Tax, or to seek a reduction in the valuation of the Premises, or any part thereof, as assessed for Real Estate Tax purposes, by appropriate proceedings diligently conducted in good faith. Landlord shall cooperate with any such tax reduction proceeding. If Landlord receives notice of an increase in the Real Estate Tax assessment for the Premises and fails to notify Tenant of such increase at least 30 days before the last day for filing an objection to such increase, then Tenant shall not be responsible for paying any Real Estate Taxes to the extent they result from such increased assessment. Any refund of Real Estate taxes with respect to the Term shall promptly be paid to and be the property of Tenant. 5.3 Real Estate Taxes shall be apportioned between Landlord and Tenant as of the beginning and the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of the Real Estate Taxes allocable to the Termreal estate tax; provided, however, that if any time during the Term the methods of taxation prevailing at the Commencement Date shall be altered so as to cause the whole or any part of the Taxes to be imposed, wholly or partly, as a capital levy, on the rents received from the Premises or otherwise, or if any tax shall be measured by or based in whole or in part upon the value of the Premises and shall be imposed upon Landlord, then, to the extent that such other tax is a substitute for or is enacted in lieu of existing real estate tax, as described above, Tenant shall be responsible for payment, as Additional Rent, of all such Taxes. The maximum obligation of Tenant, however, shall be achieved by computing such substitute tax as if the Premises were the sole property of Landlord. Upon request of Tenant, Landlord need shall execute all documents necessary for, and will cooperate with Tenant with respect to, the prosecution, in Landlord's name, of appeals of the tax assessment against the Premises, provided that no such appeal shall be prosecuted if the prosecution thereof would, in Landlord's reasonable judgment, jeopardize Landlord's ownership of the Tract or create any lien or encumbrance thereon not make adequately bonded or otherwise secured, and further provided that Landlord shall incur no expense or obligation in connection with any apportionment such appeals. B. Following an uncured default by Tenant hereunder, at the option of Landlord, the share of Taxes shall be paid in favor monthly installments in such amounts as are estimated and billed by Landlord, each such installment being due on the first day of each month. If Landlord elects such option, which it may do from time to time, then within sixty (60) days after receipt by Landlord of final Tax bills, Landlord shall provide to Tenant if this Lease for Tenant's inspection copies of such Tax bills and/or such accounting, and the monthly payments to be made by Tenant thereafter shall have been terminated be adjusted to compensate for any overpayment or underpayment made by reason of Tenant in the preceding period, or an Event of Defaultappropriate refund or payment made at that time.