Common use of Tax Payments Clause in Contracts

Tax Payments. (a) If the Tax Factor for any Tax Year exceeds the Base Tax Factor, Tenant shall pay to Landlord, as Additional Rent during each Tax Year, an amount (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) the amount by which the Tax Factor for such Tax Year exceeds the Base Tax Factor. Landlord shall furnish to Tenant a Landlord’s Statement setting forth Landlord’s computation of Tenant’s Tax Payment for such Tax Year. Tenant shall pay to Landlord on June 1 and December 1 of each calendar year (or on such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) an amount equal to 1/2 (or such portion of Taxes which may be due on such date) of Tenant’s Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Year, and in such case, (A) if such Landlord’s Statement shall show that the sums theretofore paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at the end of the Term, promptly refund such amount to Tenant. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, Landlord shall notify Tenant thereof and Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. (a) If Commencing on the Tax Factor for any Tax Year exceeds the Base Tax FactorRent Commencement Date, Tenant shall pay to Landlord, as Additional Rent during additional rent with respect to each Tax Year, an the amount of Tenant’s Proportionate Share (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) of the amount by which the Tax Factor Taxes for such Tax Year exceeds the Base Tax FactorYear. Landlord shall furnish to Tenant Tenant, prior to the commencement of each Tax Year, a Landlord’s Statement setting forth Landlord’s computation of Tenant’s Tax Payment for such Tax Year. Tenant shall pay to Landlord on the first day of the month of June 1 preceding such Tax Year and the first day of December 1 of such Tax Year (each calendar year (or on a “Payment Date”) of such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) Tax Year, an amount equal to 1/2 (or such portion one-half(½) of Taxes which may be due on such date) Landlord’s estimate of Tenant’s Tax Payment for such Tax Year. If Landlord shall not furnish any such estimate for a Tax Year or if Landlord shall furnish any such estimate for a Tax Year subsequent to the commencement thereof, then (x) until the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall pay to Landlord on each Payment Date, an amount equal to the amount due from Tenant on the immediately preceding Payment Date; (y) after such estimate is furnished to Tenant, if any Tenant’s Tax Payment previously made was greater or less than the Tenant’s Tax Payment to be made in accordance with such estimate, then (1) if there is a deficiency, Tenant shall pay the amount thereof to Landlord within ten (10) Business Days after such estimate is furnished to Tenant, or (2) if there is an overpayment, Landlord shall credit such overpayment against subsequent installments of Rent; and (z) on the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall make the Tenant’s Tax Payment in accordance with the terms set fo1ih above. Landlord may, at any timeduring each Tax Year, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation estimate of Tenant’s Tax Payment for a particular such Tax Year, and in such case, Tenant’s Tax Payment for such Tax Year shall be adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Tax Year, Landlord shall furnish to Tenant a Landlord’s Statement of Taxes for such Tax Year, and (A) if such Landlord’s Statement shall show that the sums theretofore so paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at the end of the Term, promptly refund such amount to Tenant. If there shall be any increase increases in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, Landlord shall notify Tenant thereof and whether during or after such Tax Year, Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant . In the event that during the Term, Nassau County changes the dates upon which Taxes are due, the Payment Dates shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of such dates upon which real estate taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely are payable to the benefit County of LandlordNassau. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. (a) If Notwithstanding anything in the Tax Factor for Lease to the contrary, so long as Landlord is required to escrow and pay real estate taxes by any Tax Year exceeds mortgagee holding an interest in the Base Tax Factordemised premises, then in lieu of direct payment of real estate taxes by the Tenant shall pay to Landlord, as Additional Rent during each Tax Year, an amount (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) provided in the amount by which the Tax Factor for such Tax Year exceeds the Base Tax Factor. Landlord shall furnish to Tenant a Landlord’s Statement setting forth Landlord’s computation of Tenant’s Tax Payment for such Tax Year. Tenant shall pay to Landlord on June 1 and December 1 of each calendar year (or on such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) an amount equal to 1/2 (or such portion of Taxes which may be due on such date) of Tenant’s Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Year, and in such case, (A) if such Landlord’s Statement shall show that the sums theretofore paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax YearLease, Tenant shall pay to Landlord along with the monthly payment of Fixed Rent an estimated payment in the amount of such deficiency in Tenant’s 1/12 of the annual real estate taxes for the demised premises with respect to any tax fiscal year (or portion thereof) which falls within the term of the Lease (the "MONTHLY ESTIMATED TAX PAYMENT"). Landlord shall from time to time render to Tenant a statement calculating the Monthly Estimated Tax Payment based on the estimated amount of real estate taxes payable by Landlord during the tax fiscal year in question, and shall adjust the Monthly Estimated Tax Payment (a) within ten 30 days of the receipt by Landlord of the quarterly real estate tax bill which sets the final assessment and final tax rate for the demixxx premises for the tax fiscal year in question, and (10b) Business Days promptly if at any time Landlord determines that the Monthly Estimated Tax Payment is in excess or less than 1/12 of the annual amount of real estate taxes payable by Landlord. Promptly after any real estate tax payment made by or on behalf of Landlord, Landlord shall render a statement to Tenant summarizing the actual amounts of real estate taxes paid by Landlord and provide documentation confirming payment to the taxing authority. Within 30 days of the end of each tax fiscal year during the term of the Lease (and within 30 days of the earlier of either the end of the term of the Lease or the determination of the final assessment and final tax rate for the demised premises for the tax fiscal year during which the end of the term of the Lease falls), Landlord shall issue to Tenant a final statement of taxes for the tax fiscal year in question stating the total amount of real estate taxes payable by Tenant, the total amount of the Monthly Estimated Tax Payments paid by Tenant, and any excess or deficiency between those two amounts, and within 30 days of such Landlord’s Statement is furnished final determination, either, (y) Landlord shall refund any excess payment of Monthly Estimated Tax Payments to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at the end of the Term, promptly refund such amount to Tenant. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, Landlord shall notify Tenant thereof and Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (bz) Tenant shall be obligated pay any deficiency in the Monthly Estimated Tax Payments to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. (a) If Commencing on the Tax Factor for any Tax Year exceeds the Base Tax FactorRent Commencement Date, Tenant shall pay to Landlord, as Additional Rent during additional rent with respect to each Tax Year, an the amount of Tenant’s Proportionate Share (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) of the amount by which the Tax Factor Taxes for such Tax Year exceeds the Base Tax FactorYear. Landlord shall furnish to Tenant Tenant, prior to the commencement of each Tax Year, a Landlord’s Statement setting forth Landlord’s computation of Tenant’s Tax Payment for such Tax Year. Tenant shall pay to Landlord on the first day of the month of June 1 preceding such Tax Year and the first day of December 1 of such Tax Year (each calendar year (or on a “Payment Date”) of such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) Tax Year, an amount equal to 1/2 one-half (or such portion ½) of Taxes which may be due on such date) Landlord’s estimate of Tenant’s Tax Payment for such Tax Year. If Landlord shall not furnish any such estimate for a Tax Year or if Landlord shall furnish any such estimate for a Tax Year subsequent to the commencement thereof, then (x) until the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall pay to Landlord on each Payment Date, an amount equal to the amount due from Tenant on the immediately preceding Payment Date; (y) after such estimate is furnished to Tenant, if any Tenant’s Tax Payment previously made was greater or less than the Tenant’s Tax Payment to be made in accordance with such estimate, then (1) if there is a deficiency, Tenant shall pay the amount thereof to Landlord within ten (10) Business Days after such estimate is furnished to Tenant, or (2) if there is an overpayment, Landlord shall credit such overpayment against subsequent installments of Rent; and (z) on the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall make the Tenant’s Tax Payment in accordance with the terms set forth above. Landlord may, at any timeduring each Tax Year, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation estimate of Tenant’s Tax Payment for a particular such Tax Year, and in such case, Tenant’s Tax Payment for such Tax Year shall be adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Tax Year, Landlord shall furnish to Tenant a Landlord’s Statement of Taxes for such Tax Year, and (A) if such Landlord’s Statement shall show that the sums theretofore so paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at the end of the Term, promptly refund such amount to Tenant. If there shall be any increase increases in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, Landlord shall notify Tenant thereof and whether during or after such Tax Year, Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant . In the event that during the Term, Nassau County changes the dates upon which Taxes are due, the Payment Dates shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of such dates upon which real estate taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely are payable to the benefit County of LandlordNassau. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. (a) If the Tax Factor for any Tax Year exceeds the Base Tax Factor, Tenant shall pay to Landlord, as Additional Rent during each Tax Year, an amount (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) the amount by which the Tax Factor for such Tax Year exceeds the Base Tax Factor. Landlord shall furnish to Tenant a Landlord’s Statement setting forth Landlord’s computation of TenantXxxxxx’s Tax Payment for such Tax Year. Tenant shall pay to Landlord on June 1 and December 1 of each calendar year (or on such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) an amount equal to 1/2 (or such portion of Taxes which may be due on such date) of Tenant’s Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Year, and in such case, (A) if such Landlord’s Statement shall show that the sums theretofore paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of TenantXxxxxx’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at the end of the Term, promptly refund such amount to Tenant. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, Landlord shall notify Tenant thereof and Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(sbill(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx bill to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. (a) If The Bank and its Subsidiaries shall compute their income Taxes for the 2008 taxable year and the short 2009 taxable year ending on the Closing Date as though the Bank and its Subsidiaries filed separate returns from Seller for such taxable years. To the extent such calculations result in a positive cumulative income Tax Factor liability for any Tax Year exceeds either such taxable year, the Base Tax Factor, Tenant Bank shall pay to Landlord, as Additional Rent during each Tax Year, an Seller the full amount (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) the amount by which the Tax Factor for of such Tax Year exceeds liability 15 days before the Base applicable Tax Factorpayment is due to be made by Seller to a Taxing Authority. Landlord shall furnish To the extent that the separate return taxable income of the Bank and its Subsidiaries for any such taxable year is negative and generates a income Tax Benefit to Tenant Seller and Seller’s other Subsidiaries either as a Landlord’s Statement setting forth Landlord’s computation result of Tenant’s Tax Payment for being able to offset such Tax Year. Tenant loss against taxable income of Seller and its other Subsidiaries or as a result of being able to carry back such loss against prior years’ taxable income, Seller shall pay to Landlord on June 1 and December 1 of each calendar year (or on such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) an amount equal to 1/2 (or such portion of Taxes which may be due on such date) of Tenant’s Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Year, and in such case, (A) if such Landlord’s Statement shall show that the sums theretofore paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord Bank the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) Benefit when and if such Landlord’s Statement shall show that the sums so paid realized by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant Seller or, if sooner, within 15 days after the applicable Tax Return would be due if and to the extent the Bank and its Subsidiaries would be entitled to a refund of income Tax if they had filed a separate income Tax Return historically; provided, however, that in the case of the short 2009 taxable year any gain recognized for federal income tax purposes by Seller on the sale of the Shares hereunder shall first be taken into account to offset on a dollar-for-dollar basis any negative taxable income of the Bank and its Subsidiaries, and only the net amount, if any, remaining after such offset shall be taken into account for purposes of calculating any loss or Tax Benefit for the short 2009 taxable year under this Section 5.5(d). To the extent Seller cannot currently use all of its available losses, for purposes of the preceding sentence, Seller will use a pro-rata portion of each category of losses, including the losses from the Bank and its Subsidiaries, with the remainder being carried back and then forward, as may be applicable. In the event of any adjustment to the Tax Return for the 2008 taxable year or the short 2009 taxable year ending on the Closing Date of Seller and its Subsidiaries as filed (by reason of amended return, claim for refund, or an audit), the liability of the parties under this paragraph (d) shall be re-determined to give effect to any such adjustment (including any interest owed thereon) as if it had been made as part of the original computation of Tax liability and payments between the parties shall be made at the end of the Termapproximate time such payments are made or refunds are received. “Tax Benefit” means, promptly refund such amount to Tenant. If there shall be any increase in the Taxes for any Tax Yearyear, whether during or after such Tax Yearthe positive difference, or if there shall be any decrease in any, between (i) Taxes that would have been payable by the Taxes for any Tax Year, Landlord shall notify Tenant thereof and Tenant’s Tax Payment relevant party for such Tax Year shall be appropriately adjusted and year without taking into account any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and (ii) Taxes actually payable by the basis party for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being madeyear.

Tax Payments. (a1) If In the Tax Factor case of calculations made pursuant to Subsection 5.A. above, such calculation shall be made promptly following receipt by Landlord of the bills (meaning in the case of annual general real estate taxes, the statement for any Tax Year exceeds same) for Taxes for each calendar year in question. In the Base Tax Factorevent of a subsequent adjustment of Taxes for a previous calendar year by the taxing authority which adjustment has resulted in a corresponding adjustment payment by or to Landlord, the same shall constitute an adjustment to Taxes paid during the calendar year when such adjustment payment is made. If, pursuant to such calculations, the Tenant's pro rata share of Taxes due as adjusted by the taxing authority are more than the Tenant's pro rata portion of the Taxes paid by Tenant, Tenant shall pay to Landlord, as Additional Rent during within fifteen (15) days following the furnishing (the "upward adjustment date") of each Tax Yearsuch calculation to Tenant, an amount (“Tenant’s Tax Payment”) equal 's pro rata share of such difference. If pursuant to such calculations, the Taxes so billed are less than the Tenant's pro rata share of Taxes paid by Tenant, and provided Tenant shall: (i) Tenant’s Area, multiplied by be entitled to share in such savings pursuant to the provisions of Subsection 5.A.; and (ii) not then be in default under any of the provisions of this Lease, Landlord shall, at Tenant's option, either refund the amount by which the Tax Factor for such Tax Year exceeds the Base Tax Factor. Landlord shall furnish to Tenant a Landlord’s Statement setting forth Landlord’s computation of Tenant’s Tax Payment for 's proportionate share of such Tax Year. difference, calculated as aforesaid, or apply such amount against any other amounts then due from Tenant to Landlord. (2) Commencing with the first calendar month next succeeding each upward adjustment date, Tenant shall pay to Landlord on June 1 and December 1 the first day of each calendar year month until the next upward adjustment date (or on which period between adjustment dates herein called a "Tax Deposit Year") one-twelfth of the amount Tenant's proportionate share of the excess (the "Tax Excess") of: (1) Taxes most recently billed (as reported in the calculation furnished pursuant to foregoing clause (a) over (ii) the Tax Base Amount, and shall also pay with each such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) first monthly payment for a Tax Deposit Year an amount equal to 1/2 one-twelfth of Tenant's proportionate share of such Tax Excess multiplied by the number of calendar months between (or y) the month preceding the month in which Landlord received the bills for Taxes and (z) the first such portion monthly payment date. Amounts paid under Subsection (2) in any Tax Deposit Year shall be credited against any amounts payable by Tenant under the foregoing Subsection (1) on account of Taxes which may be due on such date) of Tenant’s billed to Landlord for the same Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Deposit Year, and in such case, (A) if such Landlord’s Statement shall show that provided there is any surplus remaining after the sums theretofore paid by credit to Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, and provided Tenant shall pay to not then be in default under any of the provisions of this Lease, Landlord shall, at Landlord's option, either refund the amount of such deficiency in Tenant’s Tax Payment surplus to Tenant within ten fifteen (1015) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at days following the end of the Term, promptly refund such amount to Tenant. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, Deposit Year or if there shall be apply such surplus amount against any decrease in the Taxes for any Tax Year, Landlord shall notify other amounts then due from Tenant thereof and Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. (a) If the Tax Factor Taxes for any Tax Year exceeds exceed the Base Tax FactorTaxes, Tenant shall pay to Landlord, as Additional Rent during each with respect to such Tax Year, an amount (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) Proportionate Share of the amount by which the Tax Factor Taxes for such Tax Year exceeds exceed the Base Tax FactorTaxes. Landlord shall furnish to Tenant Tenant, prior to the commencement of each Tax Year, a Landlord’s Statement setting forth Landlord’s computation estimate of Tenant’s Tax Payment for such Tax Year. Tenant shall pay to Landlord on the first day of the June 1 preceding such Tax Year and the first day of December 1 of such Tax Year (each calendar year (or on a “Payment Date”) of such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) Tax Year, an amount equal to 1/2 one-half (or such portion 2) of Taxes which may be due on such date) Landlord’s estimate of Tenant’s Tax Payment for such Tax Year. If Landlord shall not furnish any such estimate for a Tax Year or if Landlord shall furnish any such estimate for a Tax Year subsequent to the commencement thereof, then (x) until the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall pay to Landlord on each Payment Date, an amount equal to the amount due from Tenant on the immediately preceding Payment Date; (y) after such estimate is furnished to Tenant, if any Tenant’s Tax Payment previously made was greater or less than the Tenant’s Tax Payment to be made in accordance with such estimate, then (1) if there is a deficiency, Tenant shall pay the amount thereof to Landlord within ten (10) Business Days after such estimate is furnished to Tenant, or (2) if there is an overpayment, Landlord shall credit such overpayment against subsequent installments of Rent, unless the Term has expired, in which event Landlord shall refund such overpayment to Tenant within thirty (30) days after the issuance of such estimate, provided that if Tenant is in default under this Lease and there are amounts due and payable to Landlord hereunder, then Landlord shall refund such overpayment to Tenant to the extent in excess of any amounts claimed to be in default hereunder within such thirty (30) day period and once all defaults under this Lease are cured and there are no amounts due and payable to Landlord hereunder, Landlord shall refund any remaining portion of such overpayment to Tenant within thirty (30) days; and (z) on the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall make the Tenant’s Tax Payment in accordance with the terms set forth above. Landlord may, at any timeduring each Tax Year, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation good faith estimate of Tenant’s Tax Payment for a particular such Tax Year, and in such case, Tenant’s Tax Payment for such Tax Year shall be adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Tax Year, Landlord shall furnish to Tenant a Landlord’s Statement of Taxes for such Tax Year, and (A) if such Landlord’s Statement shall show that the sums theretofore so paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant orTenant, if at unless the end of the TermTerm has expired, promptly in which event Landlord shall refund such amount overpayment to TenantTenant within thirty (30) days after the issuance of such Landlord’s Statement, provided that if Tenant is in default under this Lease and there are amounts due and payable to Landlord hereunder, then Landlord shall refund such overpayment to Tenant to the extent in excess of any amounts claimed to be in default hereunder within such thirty (30) day period and once all defaults under this Lease are cured and there are no amounts due and payable to Landlord hereunder, Landlord shall refund any remaining portion of such overpayment to Tenant within thirty (30) days. If there shall be any increase increases in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, Landlord shall notify Tenant thereof and whether during or after such Tax Year, Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. If the Base Taxes are reduced at any time during the Term as a result of a reassessment or otherwise, then Tenant shall pay to Landlord, within ten (10) days of Tenant’s receipt of written notice from Landlord of such reduction, an amount equal to the difference between (a) the amount of all of Tenant’s Tax Payments that would theretofore have been payable had the reduced amount of Base Taxes been used in calculating such Tenant’s Tax Payment and (b) all of Tenant’s Tax Payments theretofore actually made by Tenant. In the event that during the Term the City of New York changes the dates upon which Taxes are due, the Payment Dates shall be such dates upon which real estate taxes are payable to the City of New York. If, during the Term, Landlord shall elect to collect Tenant’s Tax Payments, in full or in quarterly or bi-annual or other installments on any other date or dates than as presently required (but not more frequently than monthly), then following Landlord’s notice to Tenant, Tenant’s Tax Payments shall be correspondingly revised. (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax tax-exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant shall pay any occupancy or rent tax now in effect or hereafter enacted and applicable to Tenant’s request and provided that Landlord shall theretofore have received a copy occupancy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Premises imposed by its terms upon Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. (a) If Before or after the start of each Tax Year Landlord shall furnish to Tenant an Escalation Statement setting forth Landlord's estimate of the Tax Factor Payment with respect to such Tax Year. Real Estate Taxes are currently due on January 1 (Town Tax) and September 1 (School Tax) of each Tax Year. In order to provide for any tax escalation payments on account of and to be applied towards the Tax Year exceeds the Base Tax FactorPayment required to be made to Landlord pursuant to Section 16.02 hereof, Tenant shall pay make payments on account of the Tax Payments, in accordance with such Escalation Statement, for each Tax year in twelve monthly installments beginning six months prior to Landlordsuch Tax Year each in an amount equal to one-twelfth of the Tax Payment provided, however, the installments to be paid for the months of December preceding each Tax Year and August of each Tax Year shall be adjusted to reflect the Real Estate Taxes payable by Landlord as Additional Rent during of January 1 and September 1 of such Tax Year. The installment for each calendar month shall be due in advance on the first day of each month. After the expiration of each Tax Year, an amount (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) the amount by which the Tax Factor for such Tax Year exceeds the Base Tax Factor. Landlord shall furnish to Tenant a Landlord’s Statement setting forth Landlord’s computation of Tenant’s Tax Payment statement with respect to the Real Estate Taxes paid by Landlord for such Tax Year. If the Tax Payment to be made by Tenant pursuant to Section 16.02 hereof shall be greater than (resulting in an underpayment) or less than (resulting in an overpayment) the aggregate of all the installments paid on account to Landlord by Tenant for such Tax Year, then promptly after the receipt of the statement submitted by Landlord after such Tax Year, Tenant shall in the case of underpayment pay to Landlord an amount equal to such underpayment or Landlord shall in the case of an overpayment either (i) pay to Tenant an amount equal to such overpayment, or (ii) credit against the next installments of Additional Rent due from Tenant pursuant to this Article 16 an amount equal to such overpayment. If an Escalation Statement is furnished to Tenant after the commencement of the twelve month period in respect of which such Escalation Statement is rendered, Tenant shall, within fifteen (15) days thereafter pay to Landlord an amount equal to those installments of the Tax Payment payable as provided in this Section 16.03 during the period prior to the first day of the month next succeeding the month in which the applicable statement has been furnished. If during the term of this Lease, Taxes are required to be paid (either to the appropriate taxing authorities or as tax escrow payments to a superior mortgagee) in full or in monthly, quarterly, or other installments, on June 1 and December 1 of each calendar year any other date or dates than as presently required (or on such other dates as additional or substitute impositions, levies or charges constituting Taxes are required to be paid), then at Landlord's option, Tenant's Tax Payments shall be correspondingly accelerated or revised so that said Tenant's Tax Payments are due at least thirty (30) days prior to each the date that an installment of Taxes becomes due) an amount equal payments are due to 1/2 (the taxing authorities or such portion of Taxes which may be due on such date) of Tenant’s Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Year, and in such case, (A) if such Landlord’s Statement shall show that the sums theretofore paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at the end of the Term, promptly refund such amount to Tenant. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, Landlord shall notify Tenant thereof and Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt statussuperior mortgagee. The benefit of any discount for any early payment or prepayment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant Landlord and such discount shall not (be subtracted from Taxes. If the real estate tax fiscal year of the relevant taxing authorities shall be changed during the term of this Lease, any Taxes for such fiscal year, a part of which is included within a particular Tax Year and hereby waives any and all rights it may now or hereafter have to) institute or maintain any actiona part of which is not so included, proceeding or application shall be apportioned on the basis of the number of days in any court or other body having such fiscal year included in the power to fix or review assessed valuations, particular Tax Year for the purpose of reducing Taxes, and making the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereundercomputations under this Section 16.03. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. Payment of Tenant's Pro Rata Share of the real estate taxes allocated to the Building and Lot shall be paid, as Additional Rent, monthly, and at the times and in the fashion herein provided for the payment of Annual Rent. For an initial period from the Commencement Date until the end of the first full tax year in which the Building and/or Lot containing the Premises shall be assessed as a completed improvement, as distinguished from inprocess construction (a) If "the Tax Factor full assessment year"), the amount so to be paid shall be the initial monthly payment reasonably fixed by Landlord on or about the Commencement Date. Promptly after the determination by any taxing authority of real estate taxes upon the Building and Lot for any Tax Year exceeds each tax year, Landlord shall make a determination of the Base Tax FactorTenant's Pro Rata Share of the real estate taxes and if the aforesaid payments theretofore made for such tax year by Tenant exceed Xxxxxx's Pro Rata Share of the real estate taxes such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this paragraph; and if the real estate taxes for such tax year are greater than such payments theretofore made on account for such tax year, Tenant shall pay to Landlord, as Additional Rent during each Tax Year, an amount (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) the amount by which the Tax Factor for such Tax Year exceeds the Base Tax Factor. Landlord shall furnish to Tenant a Landlord’s Statement setting forth Landlord’s computation of Tenant’s Tax Payment for such Tax Year. Tenant shall pay deficiency to Landlord on June 1 and December 1 of each calendar year (or on such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) an amount equal to 1/2 (or such portion of Taxes which may be due on such date) of Tenant’s Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Year, and in such case, (A) if such Landlord’s Statement shall show that the sums theretofore paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after days of demand therefor. Copies of tax bills submitted by Landlord with any such Landlord’s Statement is furnished to Tenantstatement shall be conclusive evidence of the amount of real estate taxes charged, assessed or (B) if such Landlord’s Statement shall show that imposed. After the sums so paid by Tenant were more than full assessment year, the sums that should have been paid initial monthly payment on account of the Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at the end 's Pro Rata Share of the Term, promptly refund such amount to Tenant. If there real estate taxes shall be any increase replaced each year by a payment which is one-twelfth (1-12th) of the Tenant's Pro Rata Share of the real estate taxes for the immediately preceding tax year. An equitable adjustment shall be made in the Taxes for event of any Tax Year, whether during or after such Tax Year, or if there shall be any decrease change in the Taxes for method or system of taxation from that which is now applicable, including without limitation any Tax Year, Landlord shall notify Tenant thereof and Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially change in the same manner as provided dates and periods for which such taxes were levied. Tenant shall pay all taxes upon its signs and other property in or upon the Premises and Tenant covenants and agrees to pay promptly when due all municipal, county, state and federal taxes assessed against Tenant's leasehold interest and Xxxxxx's fixtures, furnishing, equipment, stock-in-trade, and other personal property of any kind owned, installed or existing in the preceding sentence. (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt statusPremises. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for For the purpose of reducing Taxes, this paragraph such taxes shall not be included within real estate taxes upon the Building and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunderLot. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. 4.1 Tenant covenants and agrees to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all property taxes, assessments, water and sewer rates and charges, and other governmental charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever (aall of which taxes, assessments, water and sewer rates or charges, and other governmental charges are hereinafter referred to as “Taxes”), that are assessed, levied, imposed or become a lien upon the Demised Premises, or become payable, during the term of this Lease; provided, however, that if, by law, any such Tax may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Tax) If in installments and shall pay only such installments as may become due during the term of this Lease as the same respectively become due and before any fine, penalty, interest or cost may be added thereto, for the non-payment of any such installment and interest; and provided, further, that Tax Factor for any relating to a fiscal period of the taxing authority, a part of which period is included within the term of this Lease and a part of which is included in a period of time after the termination of this Lease, shall (whether or not such Tax Year exceeds shall be assessed, levied, imposed or become a lien upon the Base Demised Premises, or shall become payable, during the term of this Lease) be adjusted between Landlord and Tenant as of the expiration of the term of this Lease, so that Landlord shall pay that portion of such Tax Factorthat relates to that part of the fiscal period after the termination of this Lease, and Tenant shall pay that portion of which relates to the period prior to the termination of the Lease. In the event that Landlord pays a Tax which is responsibility of the Tenant under this Lease, such Tax will be considered an Additional Charge due and payable to Landlord, as Additional Rent during each Tax Year, an amount (“Tenant’s Tax Payment”) equal to (i) Tenant’s Area, multiplied by (ii) the amount by which the Tax Factor for such Tax Year exceeds the Base Tax Factor. Landlord shall furnish to Tenant a Landlord’s Statement setting forth Landlord’s computation of Tenant’s Tax Payment for such Tax Year. Tenant shall pay to Landlord on June 1 and December 1 of each calendar year (or on such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) an amount equal to 1/2 (or such portion of Taxes which may be due on such date) of Tenant’s Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Year, and in such case, (A) if such Landlord’s Statement shall show that the sums theretofore paid by Tenant were less than the sums which should have been paid on account of Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant or, if at the end of the Term, promptly refund such amount to Tenant. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, Landlord shall notify Tenant thereof and Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder. (d) Upon Tenant’s request and provided that Landlord shall theretofore have received a copy of the tax xxxx(s) relating to the Center for a particular Tax Year, Landlord shall promptly furnish a copy of such tax xxxx to Tenant. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.

Tax Payments. (a) If the Tax Factor for any Tax Computation Year exceeds the Base Tax Factor, Tenant shall pay to Landlord, as Additional Rent during each Tax Computation Year, an amount (“"Tenant’s 's Tax Payment”") equal to (i) Tenant’s 's Area, multiplied by (ii) the amount by which the Tax Factor for such Tax Computation Year exceeds the Base Tax Factor. (a) for the last month of the preceding Computation Year; (y) after such estimate is furnished to Tenant, if the payments previously made by Tenant on account of Tenant's Tax Payment for such Computation Year were greater or less than the installments of Tenant's Tax Payment to be made in accordance with such estimate, then (1) if there is a deficiency, Tenant shall pay the amount thereof to Landlord within 10 Business Days after such estimate is furnished to Tenant, or (2) if there has been an overpayment by Tenant, then Landlord shall credit such overpayment against subsequent installments of payments on account of Rent due hereunder, however, if said estimate is received by Tenant after the expiration or termination of the Term, then Landlord shall refund such overpayment to Tenant promptly thereafter; and (z) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout such Computation Year, Tenant shall pay to Landlord an amount equal to 1/12th of Tenant's Tax Payment shown on such estimate. Landlord may elect, but shall no obligation to, during each Computation Year, furnish to Tenant a revised Landlord's Statement of Landlord's estimate of Tenant's Tax Payment for such Computation Year, and in such case, Tenant's Tax Payment for such Computation Year shall be adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Computation Year, Landlord shall furnish to Tenant a Landlord’s 's Statement setting forth Landlord’s computation of Tenant’s Tax Payment Taxes for such Tax Year. Tenant shall pay to Landlord on June 1 and December 1 of each calendar year (or on such other dates as shall be thirty (30) days prior to each date that an installment of Taxes becomes due) an amount equal to 1/2 (or such portion of Taxes which may be due on such date) of Tenant’s Tax Payment for such Tax Year. Landlord may, at any time, furnish to Tenant a revised Landlord’s Statement of Landlord’s computation of Tenant’s Tax Payment for a particular Tax Computation Year, and in such case, (A) if such Landlord’s 's Statement shall show that the sums theretofore so paid by Tenant were less than the sums which should have been paid on account of Tenant’s 's Tax Payment for such Tax Computation Year, then Tenant shall pay to Landlord the amount of such deficiency in Tenant’s 's Tax Payment within ten (10) 10 Business Days after such Landlord’s 's Statement is furnished to Tenant, or (B) if such Landlord’s 's Statement shall show that the sums so paid by Tenant were more than the sums that should have been paid on account of Tenant’s 's Tax Payment for such Tax Computation Year, Landlord shall credit such overpayment in Tenant’s 's Tax Payment against subsequent installments of Rent payable by Tenant orTenant, however, if at said Landlord's Statement is received by Tenant after the end expiration or termination of the Term, promptly then Landlord shall refund such amount overpayment to TenantTenant promptly thereafter. If there shall be any increase in the Taxes for any Tax Computation Year, whether during or after such Tax Computation Year, or if there shall be any decrease in the Taxes for any Tax Computation Year, Landlord shall notify Tenant thereof and Tenant’s 's Tax Payment for such Tax Computation Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. (b) Tenant shall be obligated to pay Tenant’s 's Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s 's diplomatic status or other tax exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord. (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes. Without limitation, and the filing of any such proceeding by Tenant without Landlord’s 's prior consent in each instance shall be a default hereunder. (d) Upon Tenant shall pay, prior to the due date thereof, all occupancy or rent taxes now in effect or hereafter enacted and applicable to Tenant’s request and provided that Landlord shall theretofore have received a copy 's occupancy of the Premises, regardless of whether imposed by its terms upon Landlord or Tenant, and if any such tax xxxx(s) relating is payable by Landlord, Tenant shall promptly reimburse the amount thereof to Landlord upon demand, as Additional Rent. Tenant shall pay all taxes assessed or imposed upon personal property, fixtures and equipment within the Premises prior to the Center for a particular Tax Year, Landlord due date thereof. Tenant shall promptly furnish a copy also pay all license fees and other charges which may be imposed upon the business of such tax xxxx to TenantTenant conducted upon the Premises. (e) Upon Tenant’s request, in the event Landlord shall have adjusted the Center Tax Area pursuant to Section 8.1(b) above, Landlord shall advise Tenant as to the basis for such adjustment and the basis for such adjustment shall be consistent with the basis for adjustments being made generally with respect to tenants in the Center with respect to whom an adjustment in the Center Tax Area is then being made.