Common use of Tax Reduction Proceedings Clause in Contracts

Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property Premises or any portion thereof for real estate taxes or a refund of real estate taxes Property Taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue New York for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise any Tax Certiorari Proceedings Proceeding affecting real estate taxes assessed against the Property Premises (ia) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (iib) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other actual out-of-pocket costs of obtaining incurred to obtain such tax refunds) with respect to any portion of the Property Premises for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property Premises for the tax year in which the Apportionment Time Date occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xi) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (yii) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All tax refunds, credits or other benefits applicable to the portion of the tax year preceding the Closing or to any fiscal period prior to the fiscal year in which the Closing shall occur thereto shall belong solely to Seller (and Purchaser shall have no interest therein) and), and if the same any such refund, credit or other benefit shall be paid to Purchaser or anyone acting on behalf of Purchaser, Purchaser shall pay the same shall be to Seller within ten (10) business days following Purchaser’s receipt thereof and, if not timely paid, with interest thereon from the date payment was due until paid to Seller within five (5) days following receipt thereofat a rate equal to the Default Rate. The provisions of this Section 6.6 15 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or continue to prosecute an application for the reduction of the assessed valuation of the Property Unit or any portion thereof for real estate taxes or a refund of real estate taxes Property Taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue New York for any New York City tax fiscal year (i.e., the period commencing on July 1 of a calendar year and ending on June 30 of the next calendar year) (a “Tax Year”). Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property Unit (i) for any fiscal period prior to the fiscal year Tax Year in which the Closing Date shall occur without the prior consent of Purchaser, and (ii) for the fiscal year Tax Year in which the Closing Date shall occur or any fiscal year Tax Year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Daysdelayed. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property Unit for the tax year Tax Year in which the applicable Apportionment Time (as defined in Section 8.5.3 below) Date occurs shall be apportioned between Seller and Purchaser as of the such Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property Unit for the tax year Tax Year in which the applicable Apportionment Time Date occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year Tax Year in which the Closing applicable Apportionment Date shall occur shall belong solely to Seller Seller, except for amounts due tenants (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same the net amount due Seller shall be paid to Seller within five ten (510) days following receipt thereofthereof and, if not timely paid, with interest thereon from the tenth day following such receipt until paid to Seller at a rate equal to the Default Rate. Notwithstanding the foregoing, Seller shall promptly notify Purchaser of the settlement of any such Tax Certiorari Proceedings and provide reasonable evidence of same to Purchaser upon request. The provisions of this Section 6.6 19 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of Closing until the Survival PeriodDate set forth in Section 41 (Survival) hereof.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to the City District of Bellevue Columbia for any fiscal year, provided that with respect to the fiscal year in which the Closing occurs, Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within three (3) Business Days. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of PurchaserPurchaser (unless such action would have a material adverse effect on the 2011 or any subsequent tax year), and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafteroccur, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed (except that Purchaser may withhold its consent in the event such action would have a material adverse effect on the 2011 or any subsequent tax year) and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five three (53) Business Days. The amount of any tax refunds (net of attorneys’ ' fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or LicensesLeases; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ ' fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute (A) If, after a Tax Statement has been sent to Tenant, an application Assessed Valuation which had been used in computing the Taxes for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a Tax Year is reduced and, as a result thereof, a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to the City Taxes is received by or on behalf of Bellevue for any fiscal year. Seller shall have the right to withdrawLandlord, settle then, on or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year twentieth (20th) day after the date when such refund is made, Landlord shall send Tenant a Tax Statement adjusting the Taxes for such Tax Year (taking into account the expenses mentioned in which the Closing shall occur without the prior consent Section 2.1(B) hereof) and setting forth Tenant's share of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent such refund. Tenant shall be deemed granted in the event that Purchaser fails to respond entitled to a written request for its consent within five credit against the Rental thereafter coming due in an aggregate amount equal to Tenant's share of such refund; provided, however, that (5x) Business Days. The amount Tenant's share of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any refund shall in no event exceed the portion of the Property Tax Payment, if any, which Tenant had theretofore paid to Landlord attributable to increases in Taxes for the tax year in Tax Year to which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaserapplicable, and (y) upon realization if at the expiration or earlier termination of the Term, any such credit remains unused, then Landlord shall make payment thereof to Tenant (net of any amounts owing by Purchaser of Tenant to Landlord). (B) If, after a tax savings on account of such creditTax Statement has been sent to Tenant, Purchaser shall pay to Seller an amount equal to the savings realized Assessed Valuation which had been used in computing the Base Taxes is reduced (as apportioneda result of settlement, final determination of legal proceedings or otherwise). All refunds, credits or other benefits applicable to any fiscal period prior to then i) the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same Base Taxes shall be paid retroactively adjusted to Purchaser or anyone acting on behalf of Purchaserreflect such reduction, same and ii) all retroactive Tax Payments resulting from such retroactive adjustment shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, due and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate payable on the expiration of the Survival Periodtenth (10th) day after Landlord gives Tenant an invoice therefor.

Tax Reduction Proceedings. (a) To the extent the Seller may or the Company or any of its Subsidiaries shall have the right to file and/or prosecute an application for the reduction of the assessed valuation of the a Company Property or any portion thereof for real estate taxes or a refund of real estate taxes property Taxes previously paid (a “Tax Certiorari Proceeding”) to any Governmental Authority, the City of Bellevue for any fiscal year. Seller shall assign such right to Buyer (or the Company or its Subsidiary shall retain such right), and the Buyer (or the Company or its Subsidiary) shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Company Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaseroccur, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser in each case, that Buyer (or the Company or its Subsidiary) shall have such right only if the Seller shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Daysdelayed. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Company Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Closing occurs shall be apportioned between the Seller and Purchaser the Buyer as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Company Property for the tax year in which the Apportionment Time Closing occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by the Seller or Purchaserthe Buyer, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between the Seller and Purchaserthe Buyer, and (y) upon realization by Purchaser the Buyer or any of its direct or indirect Subsidiaries owning an interest in any Company Property following the Closing of a tax savings on account of such credit, Purchaser the Buyer shall pay to the Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to the Seller (and Purchaser the Buyer, the Company and its Subsidiaries shall have no interest therein) and, if the same shall be paid to Purchaser the Buyer (or the Company or its Subsidiary) or anyone acting on behalf of Purchaserthe Buyer (or the Company or its Subsidiary), same shall be paid to the Seller within five ten (510) days following Business Days of receipt thereofof such tax refund. Notwithstanding anything to the contrary contained herein, any monies received by Buyer, the Company, one of the Company Subsidiaries or Seller pursuant to this Section which are required to be reimbursed to any tenants pursuant to Leases shall first be paid to such tenants prior to any additional application of such funds pursuant to this Section. (b) The provisions of this Section 6.6 9.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute (A) Landlord (and not Tenant) shall be eligible to institute proceedings to reduce the Assessed Valuation. (B) If, after a Tax Statement has been sent to Tenant, an application Assessed Valuation that Landlord used to compute the Tax Payment for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a Tax Year is reduced, and, as a result thereof, a refund of real estate taxes previously paid Taxes is actually received by, or credited to, Landlord, then Landlord, promptly after Landlord’s receipt of such refund (or such refund is credited to Landlord, as the case may be), shall send to Tenant a “Tax Certiorari Proceeding”) Statement adjusting the Taxes for such Tax Year and setting forth, based on such adjustment, the portion of such refund for which Tenant is entitled a credit as set forth in this Section 2.7(B). Landlord shall credit the portion of such refund to which Tenant is entitled against the Fixed Rent thereafter coming due hereunder. The portion of such refund to which Tenant is entitled shall be limited to the City portion of Bellevue the Taxes, if any, that Tenant had theretofore paid to Landlord on account of the Tax Payment for any fiscal yearthe Tax Year to which the refund is applicable on the basis of the Assessed Valuation before it had been reduced. Seller The Tax Payment paid by Tenant for such Tax Year (after taking into account such refund) shall be an amount equal to the Tax Payment that Tenant would have paid hereunder if the right Assessed Valuation used in computing Taxes for such Tax Year had reflected initially the aforesaid reduction thereof that yielded such refund. If (x) Tenant is entitled to withdrawa credit against Rental pursuant to this Section 2.7(B), settle and (y) the Expiration Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against prior to the Property thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date). If (i) for any fiscal period prior to Landlord receives such refund (or a credit therefor) after the fiscal year in which the Closing shall occur without the prior consent of PurchaserExpiration Date, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond Tenant is entitled to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned as contemplated by this Section 2.7(B), then Landlord shall pay to tenants or licensees pursuant Tenant an amount equal to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return Tenant’s share of such refund to (or such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xcredit) within thirty (30) days after receipt by Seller the date that such refund is paid to Landlord (or Purchasersuch refund is credited to Landlord, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid Landlord’s obligation to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 make such payment shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodExpiration Date).

Tax Reduction Proceedings. Seller may file and/or prosecute an application Xxxxx Parties shall not, without the prior ------------------------- written consent of Fourmall, which consent shall not be unreasonably withheld or delayed, commence, withdraw, compromise or settle any proceedings for the reduction of the assessed valuation of the Property Premises for any fiscal period in which the Closing is to occur or any portion thereof for later period, but may enter into a settlement or a compromise of real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) assessments for any fiscal period prior to the fiscal year in which the Closing shall is to occur without the prior consent of Purchaser, unless such settlement or compromise would materially and (ii) for adversely affect the fiscal period in which the Closing is to occur and/or any subsequent fiscal period. Any refund or the savings for any year or years prior to the tax year in which the Closing shall occur or occurs, to the extent not payable to any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in Tenants pursuant to the event that Purchaser fails to respond to a written request for its consent within five (5) Business Days. The amount terms of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect Tenant Leases, shall belong solely to any portion of Xxxxx Parties. Any refund or the Property savings for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of Closing occurs, to the Apportionment Time with a prior allocation of the portion thereof which must be returned extent not payable to tenants or licensees any Tenants pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained hereinany Tenant Leases, Seller hereby agreeing to shall be responsible for the return prorated as of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing DateDate between Xxxxx and the LLC. If, in lieu of a tax refund, a tax credit is received with respect to Any refund or the savings for any portion of the Property for period after the tax year in which the Apportionment Time occursClosing occurs shall belong solely to the LLC. From and after the Closing, then the Owner LLCs shall have the right to receive any refund payable to any Tenant and to distribute such refunds to such Tenants in accordance with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases respective Tenant Leases. In the event Xxxxx Parties shall receive any refund from any governmental or Licenses taxing authority which refund is payable to a Tenant under its Tenant Lease or to Fourmall or any Owner LLC in accordance with the terms hereof, such funds shall be deemed to be trust funds and Xxxxx Parties agree to hold same manner as set forth abovein trust and to promptly deliver such funds to the LLC. Fourmall and Xxxxx Parties shall each execute all consents, (x) within thirty (30) days after receipt by Seller or Purchaserreceipts, as assignments, instruments and documents which may reasonably be requested in order to facilitate settling such proceedings and collecting the case may be, of evidence of the actual amount of such any refund or tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereofsavings. The provisions of this Section 6.6 10 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property Premises or any portion thereof for real estate taxes or a refund of real estate taxes Property Taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue New York for any fiscal year ending with the 2006/2007 fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) Premises for any fiscal period prior to (but not including) the 2007/08 fiscal year. If, at any time between the date hereof and the Closing Date, there is a tax commission hearing pursuant to a Tax Certiorari Proceeding instituted by Seller for any fiscal years, then Seller shall give Purchaser ten (10) business days of prior written notice of such hearing and shall provide Purchaser with copies of any relevant tax filings or other documentation for the applicable fiscal year(s). Purchaser shall have the right to attend any such tax commission hearing with Seller and Purchaser shall have the right to approve any settlement that may arise out of such hearing (x) for the 2007/2008 fiscal year, in Purchaser’s reasonable discretion and (y) for the 2008/2009 fiscal year, in Purchaser’s sole discretion. Upon Closing, Seller shall substitute Purchaser (or the applicable Subsidiary Owner) (i) as applicant with regard to any previous Tax Certiorari Proceeding already in effect for the 2007/2008 fiscal year in which the Closing shall occur without the prior consent of Purchaser, and or (ii) as petitioner in any related judicial proceeding for the 2007/2008 or 2008/2009 fiscal years, if such Tax Certiorari Proceeding has not yet been heard by the tax commission. If, at any time after the Closing Date, there is a tax commission hearing pursuant to a Tax Certiorari Proceeding instituted by Seller or Purchaser (or a Subsidiary Owner) for the 2007/2008 fiscal year, then Purchaser shall give (or cause such Subsidiary Owner to give) Seller ten (10) business days of prior written notice of such hearing and shall provide Seller with copies of any relevant tax filings or other documentation for the applicable fiscal year(s) to the extent Seller has not notified Purchaser that such documentation is already in the possession of Seller. Seller shall have the right to attend any such tax commission hearing with Purchaser (or any Subsidiary Owner, as the case may be) and Seller shall have the right to approve any settlement that may arise out of such hearing in the reasonable discretion of Seller. Without limiting the foregoing, from and after the date hereof until such time as the Tax Certiorari Proceeding for the 2007/2008 fiscal year in which the Closing is settled, Purchaser and Seller shall occur or any fiscal year thereafter, provided mutually prosecute such Tax Certiorari Proceeding with counsel mutually acceptable to Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business DaysSeller. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property Premises for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time Date with a prior allocation of the portion thereof which must be returned or credited to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained hereinLeases, Seller hereby agreeing to be responsible for the return or credit of such refund to such tenants or licensees for the period all periods up to and including the Apportionment Time Date and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing DateDate (it being understood that (x) the parties shall cause the applicable tax refund to be paid to (i) Marcus & Xxxxxxx LLP in the case of the 125 West 55th Premises and the 2GCT Premises or (ii) Podell, Schwartz, Xxxxxxxxx & Banfield, LLP in the case of the 540 Madison Premises, as the parties’ counsel in the applicable Tax Certiorari Proceeding, and such counsel shall make the appropriate allocation between Seller and Purchaser after taking into account the portion of such refund that is payable or credited to tenants, and (y) Purchaser shall pay or credit such refund to tenants from the aforesaid allocation to Purchaser). If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property Premises for the tax year in which the Apportionment Time Date occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or PurchaserPurchaser (or a Subsidiary Owner), as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned)) but only after Purchaser first reimburses the tenants their pro-rata tax savings on account of such credit. All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller and the tenants under the Leases for which period such refund, credit or other benefit applies (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereofthereof and, if not timely paid, with interest thereon from the fifth day following such receipt until paid to Seller at a rate equal to the Default Rate. The provisions of this Section 6.6 15 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid payable in 2001 (a “the "Apportionment Tax Certiorari Proceeding”) to the City of Bellevue for any fiscal yearYear"). Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings any protest or reduction proceeding affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, Apportionment Tax Year provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed and which (ii) for all or any part of any tax year prior to the Apportionment Tax Year without the prior written consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Daysof Purchaser. The amount of any tax refunds (net of attorneys’ ' fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs Tax Year shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing DateClosing. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occursTax Year, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ ' fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such creditcredit (that is, at the time the tax savings is actually realized, for example, when the taxes are paid to which the credit relates), Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or and other benefits applicable to any fiscal period tax year (or portion thereof) prior to the fiscal year in which the Closing shall occur Apportionment Tax Year shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five thirty (530) days following receipt thereofthereof and, if not timely paid, with interest thereon from the thirtieth (30th) day following such receipt until paid to Seller at a rate equal to the rate of interest announced by Citibank, N.A. from time to time as its base rate plus three percent (3%). The provisions of this Section 6.6 28 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute If, after a Tax Statement has been sent to Tenant, an application Assessed Valuation which had been used in computing the Taxes for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a Tax Year is reduced and, as a result thereof, a refund of real estate taxes previously Taxes is received by or on behalf of Landlord for a period in which Tenant has duly paid (a “its Tax Certiorari Proceeding”) to the City of Bellevue for any fiscal year. Seller shall have the right to withdrawPayments hereunder, settle then, on or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year twentieth (20th) day after the date when such refund is made, Landlord shall send Tenant a Tax Statement adjusting the Taxes for such Tax Year (taking into account the expenses mentioned in which the Closing shall occur without the prior consent Section 2.1(B) hereof) and setting forth Tenant's share of Purchasersuch refund. Tenant, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafterat Tenant's sole option, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails entitled to respond elect, by notice to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained hereinLandlord, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after of its receipt of such Tax Statement, either to receive payment by Seller or PurchaserLandlord, as the case may bewithin thirty (30) days of such election, of evidence of the actual amount its share of such tax refund or to receive a credit against the Rental thereafter coming due in an aggregate amount equal to Tenant's share of such refund; provided, however, that (net x) Tenant's share of attorneys’ fees and other costs of obtaining such tax credit)refund shall in no event exceed the Tax Payment, if any, which Tenant had theretofore paid to Landlord attributable to the tax credit apportionment shall be readjusted between Seller and PurchaserTax Year to which the refund is applicable, and (y) upon realization if at the expiration or earlier termination of the Term, any such credit remains unused, then Landlord shall make payment thereof to Tenant (net of any amounts owing by Purchaser Tenant to Landlord in connection with any termination of a the Term). Landlord shall advise Tenant if Landlord intends to commence such tax savings appeal proceedings Landlord shall so advise Tenant not later than the date which is ten (10) Business Days after Landlord has received notice of the Assessed Valuation for the Real Property. If (i) Landlord, on account or prior to such date, advises Tenant that it does not intend to commence such proceedings, (ii) Tenant requests Landlord to institute such proceedings by giving notice to Landlord not later than the tenth (10th) day before the date when Landlord's right to commence such proceedings lapses, and (iii) tenants in the Building which together with Tenant occupy at least fifty percent (50%) of the aggregate rentable area of the Building (excluding any rentable area occupied by Landlord or Landlord's Affiliates) join Tenant in such creditrequest, Purchaser then Landlord shall institute, and in good faith prosecute (which shall include the right of Landlord to settle any such proceeding in its sole but reasonable discretion), tax certiorari or tax appeal proceedings with respect to the Real Property. Tenant shall pay to Seller an amount equal to or on behalf of Landlord any costs incurred by Landlord in connection with any such proceedings instituted at Tenant's request, promptly after Landlord's request therefor (and such obligation shall survive the savings realized (Expiration Date), unless the Assessed Valuation of the Real Property is reduced as apportioned). All refundsa result of the institution of such proceedings, credits or other benefits applicable to any fiscal period prior to the fiscal year in which event the Closing shall occur shall belong solely to Seller (cost and Purchaser shall have no interest therein) and, if the same expense of such proceedings shall be paid by Landlord to Purchaser or anyone acting on behalf the extent of Purchaserany tax savings obtained as a result of such reduction, same shall be paid subject to Seller within five (5) days following receipt thereof. The reimbursement pursuant to the provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period2.2 hereof.

Tax Reduction Proceedings. Seller may file and/or continue to prosecute an application for the reduction of the assessed valuation of the Property Premises or any portion thereof for real estate taxes or a refund of real estate taxes Property Taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue New York for any New York City tax fiscal year (i.e., the period commencing on July 1 of a calendar year and ending on June 30 of the next calendar year) (a “Tax Year”). Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property Premises (i) for any fiscal period prior to the fiscal year Tax Year in which the Closing Date shall occur without the prior consent of Purchaser, and (ii) for the fiscal year Tax Year in which the Closing Date shall occur or any fiscal year Tax Year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Daysdelayed. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property Premises for the tax year Tax Year in which the applicable Apportionment Time (as defined in Section 8.5.3 below) Date occurs shall be apportioned between Seller and Purchaser as of the such Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property Premises for the tax year Tax Year in which the applicable Apportionment Time Date occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year Tax Year in which the Closing applicable Apportionment Date shall occur shall belong solely to Seller Seller, except for amounts due tenants (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same the net amount due Seller shall be paid to Seller within five ten (510) days following receipt thereofthereof and, if not timely paid, with interest thereon from the tenth day following such receipt until paid to Seller at a rate equal to the Default Rate. Notwithstanding the foregoing, Seller shall promptly notify Purchaser of the settlement of any such Tax Certiorari Proceedings and provide reasonable evidence of same to Purchaser upon request. The provisions of this Section 6.6 19 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of Closing until the Survival PeriodDate set forth in Section 41 (Survival) hereof.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for (1) Prior to the reduction date that is thirty (30) days prior to the last day of each year when the assessed valuation of the Property or any portion thereof for real estate taxes other item of Tax Costs may be contested by the appropriate administrative or a refund legal proceedings, Landlord shall notify Tenant whether Landlord will contest the assessed valuation of real estate taxes previously paid the Property or any other item of Tax Costs. If Landlord shall have notified Tenant that Landlord will contest the same, Landlord shall do so. If Landlord shall have notified Tenant that Landlord will not contest the assessed valuation or other items of Tax Costs, or if Landlord shall have failed to notify Tenant of Landlord's intentions with respect to any such contest, then upon written notice to Landlord, and provided that Tenant then leases not less than sixty percent (a “Tax Certiorari Proceeding”60%) to of the City of Bellevue for any fiscal year. Seller rentable square feet in the Building, Tenant shall have the right to withdraw, settle require that Landlord contest the amount or otherwise compromise validity of the assessed valuation and/or items of Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for Costs designated in Tenant's notice. Landlord shall diligently prosecute any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent such contest as requested by Tenant. Any such proceeding shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees undertaken by counsel or other professional consultant selected by Landlord and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licensesreasonably approved by Tenant; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of Tenant shall cooperate with Landlord in connection with such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Dateproceedings. If, Landlord agrees that it will promptly upon receipt (but in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, no event later than ten (x) within thirty (3010) days after receipt receipt) furnish Tenant with copies of all tax bills and other relevant notices and supporting documentation so that Tenant can determine whether it desires to have Landlord undertake a contest that Landlord has not otherwise determined to undertake. (2) If Landlord shall have contested the 93 102 amount or validity of any Tax Costs and shall not have obtained a determination in Landlord's favor or shall have obtained one not reasonably satisfactory to Tenant, Landlord shall appeal from such determination (if same shall be appealable) or give Tenant the right to appeal from such determination, at no cost to Landlord, unless Landlord shall, at the commencement of such contest or proceeding and continuously during such contest or proceeding, have given Tenant the opportunity to participate in decisions regarding the contest or proceeding and Tenant shall have rejected such opportunity. Landlord shall cooperate with Tenant (at no cost to Landlord) in prosecuting any appeal and shall furnish to Tenant copies of tax bills and other documentation, all as provided in the immediately preceding subparagraph. Landlord and Tenant shall notify the other of the determination of any administrative or legal proceeding instituted by Seller Landlord or PurchaserTenant, as the case may be, contesting the amount or validity of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller Tax Costs within five (5) days following receipt thereof. The provisions Business Days after such determination and whether it will appeal. (3) Neither Landlord nor Tenant shall, without the prior approval of the other, which approval shall not be unreasonably withheld or delayed, enter into, or agree to any settlement, compromise or disposition of any contest, or discontinue or withdraw from any contest, or accept any refund, adjustment or credit with respect to any Tax Costs that either Landlord or Tenant shall have contested; provided, however, that for Tenant to have the benefit of this Section 6.6 provision, Tenant must have a representative present at all assessment and appeal hearings to participate in settlement or compromise discussions as appropriate, reasonable notice of which shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken have been given by Seller, but Seller’s obligation Landlord to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodTenant.

Tax Reduction Proceedings. Seller may file and/or prosecute (A) Landlord (and not Tenant) shall be eligible to institute proceedings to reduce the Assessed Valuation. (B) If, after a Tax Statement has been sent to Tenant, an application Assessed Valuation that Landlord used to compute the Tax Payment for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a Tax Year is reduced, and, as a result thereof, a refund of real estate taxes previously paid Taxes is actually received by, or credited to, Landlord, then Landlord, promptly after Landlord’s receipt of such refund (or such refund is credited to Landlord, as the case may be), shall send to Tenant a “Tax Certiorari Proceeding”) to Statement adjusting the City Taxes for such Tax Year and setting forth, based on such adjustment, the portion of Bellevue such refund for any fiscal yearwhich Tenant is entitled a credit as set forth in this Section 2.7(B). Seller Landlord shall have the right to withdrawdeduct from such refund the reasonable Out-of-Pocket Costs that Landlord incurs in obtaining such refund (so that Landlord, settle in calculating the adjusted Tax Payment, takes into account only the net proceeds of such refund that Landlord receives (or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed that is credited to Landlord)). Landlord shall credit the portion of such refund to which Tenant is entitled against the Property Rental thereafter coming due hereunder. If (x) Tenant is entitled to a credit against Rental pursuant to this Section 2.7(B), and (y) the Expiration Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date). If (i) for any fiscal period prior to Landlord receives such refund (or a credit therefor) after the fiscal year in which the Closing shall occur without the prior consent of PurchaserExpiration Date, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond Tenant is entitled to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned as contemplated by this Section 2.7(B), then Landlord shall pay to tenants or licensees pursuant Tenant an amount equal to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return Tenant’s share of such refund to (or such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xcredit) within thirty (30) days after receipt by Seller the date that such refund is paid to Landlord (or Purchasersuch refund is credited to Landlord, as the case may be) (and Landlord’s obligation to make such payment shall survive the Expiration Date). (1) If the Assessed Valuation for the Base Tax Year is reduced at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall have the right to give to Tenant a revised Tax Statement that recalculates the Tax Payment for such Tax Year (using the Taxes that reflect such reduction in such Assessed Valuation). Tenant shall pay to Landlord an amount equal to the excess of evidence (i) the Tax Payment as reflected on such revised Tax Statement, over (ii) the Tax Payment as reflected on the prior Tax Statement, within thirty (30) days after Landlord gives such revised Tax Statement to Tenant. (2) If the Assessed Valuation for the Base Tax Year is increased at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall give to Tenant a revised Tax Statement that recalculates the Tax Payment for such Tax Year (using the Taxes that reflect such increase in such Assessed Valuation). Landlord shall credit against the Rental thereafter coming due hereunder an amount equal to Tenant’s overpayment of the actual amount of Tax Payment (calculated as aforesaid using such tax increased Assessed Valuation). If (x) Tenant is entitled to a credit (net of attorneys’ fees and other costs of obtaining such tax creditagainst Rental pursuant to this Section 2.7(C)(2), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of the Expiration Date occurs prior to the date that such creditcredit is exhausted, Purchaser then Landlord shall pay to Seller Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date). If (i) such increase in such Assessed Valuation occurs after the Expiration Date, and (ii) Tenant is entitled to a credit against Rental as contemplated by this Section 2.7(C)(2), then Landlord shall pay to Tenant an amount equal to such credit within thirty (30) days after the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year date that such increase in which the Closing shall occur shall belong solely to Seller such Assessed Valuation occurs (and Purchaser shall have no interest therein) and, if the same shall be paid Landlord’s obligation to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 make such payment shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodExpiration Date).

Tax Reduction Proceedings. Seller may file and/or prosecute (A) If, after a Tax Statement has been sent to Tenant, an application Assessed Valuation which had been used in computing the Taxes for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a Tax Year is reduced and, as a result thereof, a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to the City Taxes is received by or on behalf of Bellevue for any fiscal year. Seller shall have the right to withdrawLandlord, settle then, on or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year twentieth (20th) day after the date when such refund is made, Landlord shall send Tenant a Tax Statement adjusting the Taxes for such Tax Year (taking into account the expenses mentioned in which the Closing shall occur without the prior consent Section 2.1(B) hereof) and setting forth Tenant's share of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent such refund. Tenant shall be deemed granted in the event that Purchaser fails to respond entitled to a written request for its consent within five credit against the Rental thereafter coming due in an aggregate amount equal to Tenant's share of such refund; provided, however, that (5x) Business Days. The amount Tenant's share of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any refund shall in no event exceed the portion of the Property Tax Payment, if any, which Tenant had theretofore paid to Landlord attributable to increases in Taxes for the tax year in Tax Year to which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaserapplicable, and (y) upon realization if at the expiration or earlier termination of the Term, any such credit remains unused, then Landlord shall make payment thereof to Tenant (net of any amounts owing by Purchaser of Tenant to Landlord). (B) If, after a tax savings on account of such creditTax Statement has been sent to Tenant, Purchaser shall pay to Seller an amount equal to the savings realized Assessed Valuation which had been used in computing the Base Taxes is reduced (as apportioneda result of settlement, final determination of legal proceedings or otherwise). All refunds, credits or other benefits applicable to any fiscal period prior to then a) the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same Base Taxes shall be paid retroactively adjusted to Purchaser or anyone acting on behalf of Purchaserreflect such reduction, same and b) all retroactive Tax Payments resulting from such retroactive adjustment shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, due and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate payable on the expiration of the Survival Periodtenth (10th) day after Landlord gives Tenant an invoice therefor.

Tax Reduction Proceedings. Seller may file and/or prosecute (A) Landlord (and not Tenant) shall be eligible to institute proceedings to reduce the Assessed Valuation. (B) If, after a Tax Statement has been sent to Tenant, an application Assessed Valuation that Landlord used to compute the Tax Payment for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a Tax Year is reduced, and, as a result thereof, a refund of real estate taxes previously paid Taxes is actually received by, or credited to, Landlord, then Landlord, promptly after Landlord’s receipt of such refund (or such refund is credited to Landlord, as the case may be), shall send to Tenant a “Tax Certiorari Proceeding”) to Statement adjusting the City Taxes for such Tax Year and setting forth, based on such adjustment, the portion of Bellevue such refund for any fiscal yearwhich Tenant is entitled a credit as set forth in this Section 2.7(B). Seller Landlord shall have the right to withdrawdeduct from such refund the Out-of-Pocket Costs that Landlord incurs in obtaining such refund (so that Landlord, settle in calculating the adjusted Tax Payment, takes into account only the net proceeds of such refund that Landlord receives (or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed that is credited to Landlord)). Landlord shall credit the portion of such refund to which Tenant is entitled against the Property Rental thereafter coming due hereunder. If (x) Tenant is entitled to a credit against Rental pursuant to this Section 2.7(B), and (y) the Expiration Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date). If (i) for any fiscal period prior to Landlord receives such refund (or a credit therefor) after the fiscal year in which the Closing shall occur without the prior consent of PurchaserExpiration Date, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond Tenant is entitled to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned as contemplated by this Section 2.7(B), then Landlord shall pay to tenants or licensees pursuant Tenant an amount equal to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return Tenant’s share of such refund to (or such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xcredit) within thirty (30) days after receipt by Seller the date that such refund is paid to Landlord (or Purchasersuch refund is credited to Landlord, as the case may be) (and Landlord’s obligation to make such payment shall survive the Expiration Date). (1) If the Assessed Valuation for the Base Tax Year is reduced at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall have the right to give to Tenant a revised Tax Statement that recalculates the Tax Payment for a Tax Year (using the Taxes that reflect such reduction in such Assessed Valuation). Tenant shall pay to Landlord an amount equal to the excess of evidence (i) the Tax Payment as reflected on such revised Tax Statement, over (ii) the Tax Payment as reflected on the prior Tax Statement, within thirty (30) days after Landlord gives such revised Tax Statement to Tenant. (2) If the Assessed Valuation for the Base Tax Year is increased at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall give to Tenant a revised Tax Statement that recalculates the Tax Payment for a Tax Year (using the Taxes that reflect such increase in such Assessed Valuation). Landlord, at Tenant’s option, shall either credit against the Rental thereafter coming due hereunder or reimburse an amount equal to Tenant’s overpayment of the actual amount of Tax Payment (calculated as aforesaid using such tax increased Assessed Valuation). If (x) Tenant is entitled to a credit (net of attorneys’ fees and other costs of obtaining such tax creditagainst Rental pursuant to this Section 2.7(C)(2), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of the Expiration Date occurs prior to the date that such creditcredit is exhausted, Purchaser then Landlord shall pay to Seller Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date). If (i) such increase in such Assessed Valuation occurs after the Expiration Date, and (ii) Tenant is entitled to a credit against Rental as contemplated by this Section 2.7(C)(2), then Landlord shall pay to Tenant an amount equal to such credit within thirty (30) days after the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year date that such increase in which the Closing shall occur shall belong solely to Seller such Assessed Valuation occurs (and Purchaser shall have no interest therein) and, if the same shall be paid Landlord’s obligation to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 make such payment shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodExpiration Date).

Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to King County, Washington, the City state of Bellevue Washington (through the State Board of Tax Appeals or otherwise) and/or a court of competent jurisdiction for any fiscal year. Seller year and shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business DaysProperty. The amount of any tax refunds (net of reasonable attorneys’ ' fees and other reasonable costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ ' fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller 10.1 The Transferors may file and/or prosecute an application for the reduction of the assessed valuation of the Property Project or any portion thereof for real estate taxes for the 2004-2005 Boston, Massachusetts fiscal year (the “2005 Tax Year”), or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) any fiscal period prior to the City of Bellevue for any fiscal year2005 Tax Year. Seller The Transferors shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings any protest or reduction proceeding affecting real estate taxes assessed against the Property (i) Project for the 2005 Tax Year and any fiscal period prior to the fiscal year in which the Closing shall occur 2005 Tax Year without the prior consent of Purchaser, and (ii) the Partnership. The Partnership may file and/or prosecute an application for the reduction of the assessed valuation of the Project or any portion thereof for real estate taxes for the 2005-2006 Boston, Massachusetts fiscal year in which (the Closing “2006 Tax Year”). The Partnership shall occur have the right to withdraw, settle or otherwise compromise any fiscal year thereafterprotest or reduction proceeding affecting real estate taxes assessed against the Project for (i) the 2006 Tax Year, provided Purchaser the Transferors shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Daysdelayed. The amount of any tax refunds (net of customary attorneys’ fees and other costs incurred by the Transferors or the Partnership in seeking such a reduction and subject to the rights with respect thereto, of obtaining such tax refundsany, of tenants) with respect to any portion of the Property Project for the tax year in which the Apportionment Effective Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller the Transferors and Purchaser the Partnership as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing DateEffective Time. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property Project for the tax year in which the Apportionment Effective Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller the Transferors or Purchaserthe Partnership, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of incurred by the Transferors in obtaining such tax creditcredit and subject to the rights with respect thereto, if any, of tenants), the tax credit apportionment shall be readjusted between Seller the Transferors and Purchaserthe Partnership, and (y) upon realization by Purchaser the Partnership of a tax savings on account of such credit, Purchaser the Partnership shall pay to Seller the Transferors an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur 2005 Tax Year shall belong solely to Seller the Transferors (and Purchaser the Partnership shall have no interest therein) and, if the same shall be paid to Purchaser the Partnership or anyone acting on behalf of Purchaserthe Partnership, the same shall be paid to Seller the Transferors within five (5) days following receipt thereof, but the Partnership shall have no liability for attorney fees or their costs. The provisions of this Section 6.6 10.1 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may (A) Landlord (and not Tenant) shall be eligible to institute proceedings to reduce the Assessed Valuation. (B) Subject to the terms of this Section 2.7(B), Tenant shall have the right from time to time to request (a "Tax Protest Request") that Landlord indicate whether Landlord intends to file and/or prosecute an application for the reduction a notice of protest in respect of the assessed valuation Building with respect to a particular Tax Year. Tenant shall not have the right to give a Tax Protest Request to Landlord earlier than the ninetieth (90th) day before, or later than the thirtieth (30th) day before, the last day that applicable Requirements permit Landlord to file a notice of protest for such Tax Year. If Tenant gives a Tax Protest Request to Landlord, then Landlord shall deliver to Tenant, not later than the Property fifteenth (15th) day before the last day that applicable Requirements permit Landlord to file a notice of protest for such Tax Year, a statement certifying that (i) Landlord intends to file a notice of protest with respect to such Tax Year, or any portion thereof (ii) Landlord does not intend to file a notice of protest because, either in Landlord's good faith judgment or based on advice that Landlord obtains from Landlord's tax certiorari counsel, protesting the Taxes for real estate taxes or such Tax Year would not be reasonably likely to be successful. (C) If, after a Tax Statement has been sent to Tenant, an Assessed Valuation that Landlord used to compute the Tax Payment for a Tax Year is reduced, and, as a result thereof, a refund of real estate taxes previously paid Taxes is actually received by, or credited to, Landlord, then Landlord, promptly after Landlord's receipt of such refund (or such refund is credited to Landlord, as the case may be), shall send to Tenant a “Tax Certiorari Proceeding”) to Statement adjusting the City Taxes for such Tax Year and setting forth, based on such adjustment, the portion of Bellevue such refund for any fiscal yearwhich Tenant is entitled a credit as set forth in this Section 2.7(C). Seller Landlord shall have the right to withdrawdeduct from such refund the Out-of-Pocket Costs that Landlord incurs in obtaining such refund (so that Landlord, settle in calculating the adjusted Tax Payment, takes into account only the net proceeds of such refund that Landlord receives (or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed that is credited to Landlord)). Landlord shall credit the portion of such refund to which Tenant is entitled against the Property Rental thereafter coming due hereunder. If (x) Tenant is entitled to a credit against Rental pursuant to this Section 2.7(C), and (y) the Expiration Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord's obligation to make such payment shall survive the Expiration Date). If (i) for any fiscal period prior to Landlord receives such refund (or a credit therefor) after the fiscal year in which the Closing shall occur without the prior consent of PurchaserExpiration Date, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond Tenant is entitled to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned as contemplated by this Section 2.7(C), then Landlord shall pay to tenants or licensees pursuant Tenant an amount equal to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return Tenant's share of such refund to (or such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xcredit) within thirty (30) days after receipt by Seller the date that such refund is paid to Landlord (or Purchasersuch refund is credited to Landlord, as the case may be, of evidence ) (and Landlord's obligation to make such payment shall survive the Expiration Date). (1) If the Assessed Valuation for either of the actual fiscal years comprising the Base Tax Years is reduced at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall have the right to give to Tenant a revised Tax Statement that recalculates the Tax Payment for a Tax Year (using the Taxes that reflect such reduction in such Assessed Valuation). Tenant shall pay to Landlord an amount equal to the excess of (i) the Tax Payment as reflected on such tax revised Tax Statement, over (ii) the Tax Payment as reflected on the prior Tax Statement, within thirty (30) days after Landlord gives such revised Tax Statement to Tenant. (2) If the Assessed Valuation for either of the fiscal years comprising the Base Tax Years is increased at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall give to Tenant a revised Tax Statement that recalculates the Tax Payment for a Tax Year (using the Taxes that reflect such increase in such Assessed Valuation). Landlord shall credit against the Rental thereafter coming due hereunder an amount equal to Tenant's overpayment of the Tax Payment (net of attorneys’ fees and other costs of obtaining calculated as aforesaid using such tax creditincreased Assessed Valuation), the tax . If (x) Tenant is entitled to a credit apportionment shall be readjusted between Seller and Purchaseragainst Rental pursuant to this Section 2.7(D)(2), and (y) upon realization by Purchaser of a tax savings on account of the Expiration Date occurs prior to the date that such creditcredit is exhausted, Purchaser then Landlord shall pay to Seller Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord's obligation to make such payment shall survive the Expiration Date). If (i) such increase in such Assessed Valuation occurs after the Expiration Date, and (ii) Tenant is entitled to a credit against Rental as contemplated by this Section 2.7(D)(2), then Landlord shall pay to Tenant an amount equal to such credit within thirty (30) days after the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year date that such increase in which the Closing shall occur shall belong solely to Seller such Assessed Valuation occurs (and Purchaser shall have no interest therein) and, if the same shall be paid Landlord's obligation to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 make such payment shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodExpiration Date).

Tax Reduction Proceedings. To the extent any Seller may or any of the Ranger Subsidiary Entities has the right to file and/or prosecute an application for the reduction of the assessed valuation of any of the Property Properties or any portion thereof for real estate taxes or a refund of real estate property taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue for any fiscal year. Seller applicable Governmental Authority pursuant to the applicable Operating Lease or otherwise: (a) The applicable Subsidiary Entity shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against any of the Property (i) Properties for any fiscal period prior to the fiscal year in which the Closing shall occur occurs without the prior consent of Purchaser; provided, and (ii) that, Seller shall not permit any of the Subsidiary Entities to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the real estate taxes for the fiscal year in which the Closing shall occur occurs or any subsequent tax period. (b) Purchaser and Seller (through the applicable Subsidiary Entities) shall jointly control, withdraw, settle or otherwise compromise any Tax Certiorari Proceeding affecting real estate taxes assessed against any of the Properties for the fiscal year thereafterin which the Closing occurs, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five each party acting reasonably. (5c) Business Days. The amount of any tax refunds (net of reasonable out-of-pocket attorneys’ fees and other reasonable out-of-pocket costs of obtaining such tax refunds) with respect to any portion of the Property Properties or portion thereof for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time Date with a prior allocation of the portion thereof which must be returned to tenants or licensees Operators pursuant to the terms of the Leases or LicensesOperating Leases; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees Operators for the period up to and including the Apportionment Time Date and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. . (d) If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property Properties or portion thereof for the tax year in which the Apportionment Time Date occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xy) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of reasonable out-of-pocket attorneys’ fees and other reasonable out-of-pocket costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (yz) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five ten (510) days following receipt thereofthereof and, if not timely paid, with interest thereon from the fifth (5th) day following such receipt until paid to Seller at a rate equal to the Default Rate. Seller shall promptly pay, and in any case by the date required by the applicable Governmental Authority, any taxes attributable to the period prior to the Closing Date (plus all interest and penalties thereon) which may after the Closing Date become payable. If taxes (including any interest and penalties) become payable with respect to the fiscal period in which the Closing Date occurs, and such taxes are the obligation of a Subsidiary Entity under its Operating Lease, then such amounts shall be prorated between Seller and Purchaser and Seller shall pay its share to Purchaser and Purchaser shall pay such amounts to the applicable taxing authority. (e) The provisions of this Section 6.6 15 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller BCSP may cause Owner to file and/or prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue San Francisco for fiscal year 2010 and any prior fiscal year. Seller BCSP shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of PurchaserInvestor, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser Investor shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed and which consent shall be deemed granted in the event that Purchaser Investor fails to respond to a written request for its consent within five three (53) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller BCSP and Purchaser Investor as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or LicensesLeases; and notwithstanding anything to the contrary contained herein, Seller BCSP hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser Investor having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller BCSP or PurchaserInvestor, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller BCSP and PurchaserInvestor, and (y) upon realization by Purchaser Investor of a tax savings on account of such credit, Purchaser Investor shall pay to Seller BCSP an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller BCSP (and Purchaser Investor shall have no interest therein) and, if the same shall be paid to Purchaser Investor or anyone acting on behalf of PurchaserInvestor, same shall be paid to Seller BCSP within five (5) days following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute (A) Landlord (and not Tenant) shall be eligible to institute proceedings to reduce the Assessed Valuation. (B) If, after a Tax Statement has been sent to Tenant, an application Assessed Valuation that Landlord used to compute the Tax Payment for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a Tax Year is reduced, and, as a result thereof, a refund of real estate taxes previously paid Taxes is actually received by, or credited to, Landlord, then Landlord, promptly after Landlord’s receipt of such refund (or such refund is credited to Landlord, as the case may be), shall send to Tenant a “Tax Certiorari Proceeding”) to Statement adjusting the City Taxes for such Tax Year and setting forth, based on such adjustment, the portion of Bellevue such refund for any fiscal yearwhich Tenant is entitled a credit as set forth in this Section 2.3(B). Seller Landlord shall have the right to withdrawdeduct from such refund the Out-of-Pocket Costs that Landlord incurs in obtaining such refund (so that Landlord, settle in calculating the adjusted Tax Payment, takes into account only the net proceeds of such refund that Landlord receives (or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed that is credited to Landlord)). Landlord shall credit the portion of such refund to which Tenant is entitled against the Property Rental thereafter coming due hereunder. If (x) Tenant is entitled to a credit against Rental pursuant to this Section 2.3(B), and (y) the Expiration Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date). If (i) for any fiscal period prior to Landlord receives such refund (or a credit therefor) after the fiscal year in which the Closing shall occur without the prior consent of PurchaserExpiration Date, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond Tenant is entitled to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned as contemplated by this Section 2.3(B), then Landlord shall pay to tenants or licensees pursuant Tenant an amount equal to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return Tenant’s share of such refund to (or such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xcredit) within thirty (30) days after receipt by Seller the date that such refund is paid to Landlord (or Purchasersuch refund is credited to Landlord, as the case may be) (and Landlord’s obligation to make such payment shall survive the Expiration Date). (1) If the Assessed Valuation for a Tax Year in the Base Tax Period is reduced at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall have the right to give to Tenant a revised Tax Statement that recalculates the Tax Payment for a Tax Year (using the Taxes that reflect such reduction in such Assessed Valuation). Tenant shall pay to Landlord an amount equal to the excess of evidence (i) the Tax Payment as reflected on such revised Tax Statement, over (ii) the Tax Payment as reflected on the prior Tax Statement, within thirty (30) days after Landlord gives such revised Tax Statement to Tenant. (2) If the Assessed Valuation for a Tax Year in the Base Tax Period is increased at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall give to Tenant a revised Tax Statement that recalculates the Tax Payment for a Tax Year (using the Taxes that reflect such increase in such Assessed Valuation). Landlord shall credit against the Rental thereafter coming due hereunder an amount equal to Tenant’s overpayment of the actual amount of Tax Payment (calculated as aforesaid using such tax increased Assessed Valuation). If (x) Tenant is entitled to a credit (net of attorneys’ fees and other costs of obtaining such tax creditagainst Rental pursuant to this Section 2.3(C)(2), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of the Expiration Date occurs prior to the date that such creditcredit is exhausted, Purchaser then Landlord shall pay to Seller Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date). If (i) such increase in such Assessed Valuation occurs after the Expiration Date, and (ii) Tenant is entitled to a credit against Rental as contemplated by this Section 2.3(C)(2), then Landlord shall pay to Tenant an amount equal to such credit within thirty (30) days after the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year date that such increase in which the Closing shall occur shall belong solely to Seller such Assessed Valuation occurs (and Purchaser shall have no interest therein) and, if the same shall be paid Landlord’s obligation to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 make such payment shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodExpiration Date).

Tax Reduction Proceedings. Seller may file and/or prosecute (A) Landlord (and not Tenant) shall be eligible to institute proceedings to reduce the Assessed Valuation. (B) If, after a Tax Statement has been sent to Tenant, an application Assessed Valuation that Landlord used to compute the Tax Payment for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a Tax Year is reduced, and, as a result thereof, a refund of real estate taxes previously paid Taxes is actually received by, or credited to, Landlord, then Landlord, promptly after Landlord’s receipt of such refund (or such refund is credited to Landlord, as the case may be), shall send to Tenant a “Tax Certiorari Proceeding”) Statement adjusting the Taxes for such Tax Year and setting forth, based on such adjustment, the portion of such refund for which Tenant is entitled a credit as set forth in this Section 2.3(B). Landlord shall credit the portion of such refund to which Tenant is entitled against the Rental thereafter coming due hereunder. The portion of such refund to which Tenant is entitled shall be limited to the City portion of Bellevue the Taxes, if any, that Tenant had theretofore paid to Landlord on account of the Tax Payment for any fiscal yearthe Tax Year to which the refund is applicable on the basis of the Assessed Valuation before it had been reduced. Seller The Tax Payment paid by Tenant for such Tax Year (after taking into account such refund) shall be an amount equal to the Tax Payment that Tenant would have paid hereunder if the right Assessed Valuation used in computing Taxes for such Tax Year had reflected initially the aforesaid reduction thereof that yielded such refund. If (x) Tenant is entitled to withdrawa credit against Rental pursuant to this Section 2.3(B), settle and (y) the Expiration Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against prior to the Property thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date). If (i) for any fiscal period prior to Landlord receives such refund (or a credit therefor) after the fiscal year in which the Closing shall occur without the prior consent of PurchaserExpiration Date, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond Tenant is entitled to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned as contemplated by this Section 2.3(B), then Landlord shall pay to tenants or licensees pursuant Tenant an amount equal to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return Tenant’s share of such refund to (or such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xcredit) within thirty (30) days after receipt by Seller the date that such refund is paid to Landlord (or Purchasersuch refund is credited to Landlord, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid Landlord’s obligation to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 make such payment shall survive the Closing. Seller Expiration Date). (C) If the Assessed Valuation for a Tax Year in the Base Tax Period is reduced at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall indemnify, defend, and hold Purchaser and not have the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any right to give to Tenant a revised Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and Statement that recalculates the Property harmless shall terminate on the expiration of the Survival PeriodTax Payment for a Tax Year.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for POPLP shall, without the reduction prior approval of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue for any fiscal year. Seller shall either Purchasing Party, have the right to withdrawprosecute, settle or otherwise compromise Tax Certiorari Proceedings affecting and withdraw proceedings to review any real estate taxes assessed against and assessment for the Real Property (i) for any fiscal period covering the tax years prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaserto, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafterincluding, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time Closing occurs. Notwithstanding the foregoing, POPLP will (a) advise each Purchasing Party, on a timely basis, as defined to any material change in Section 8.5.3 belowstatus of a real estate tax assessment proceedings for the Real Property covering the tax years prior to, and including, the tax year in which the Closing occurs and (b) occurs consult with each Purchasing Party as to any concerns such Purchasing Party may have with respect to same (provided however that POPLP will be entitled to all actions with respect to such proceedings with the consent or approval of either Purchasing Party and no such action (or failure to act) shall be apportioned between Seller deemed to be a Parkway Breach or a Parkway Willful Default). Any refunds or savings in the payment of real estate taxes and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant assessments resulting from such proceedings applicable to the terms of the Leases or Licenses; and notwithstanding anything period prior to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up Closing shall belong to and including be the Apportionment Time sole and Purchaser having such obligation for exclusive property of POPLP and any refunds or savings in the return payment of such refunds attributable real estate taxes and assessments applicable to the period from and after the Closing Date. Ifshall belong to and be the property of Holdco, in lieu of a tax refundprovided, a tax credit is received with respect however, that if any such refund creates an obligation to reimburse any Tenant for any rents or additional rents paid or to be paid, that portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant such refund equal to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit required reimbursement (net after deduction of allocable expenses as may be provided in the Lease to such Tenant) shall be paid to Holdco and (i) Holdco shall cause such amount to be disbursed the same to such Tenant and (ii) Holdco shall indemnify, defend and hold POPLP harmless from and against any and all liability, loss, cost, judgment, claim, damage or expense (including reasonable attorneys’ fees and expenses) by any Tenant for reimbursement of any such amounts delivered to or collected by the Company (or its subsidiaries) and not so reimbursed or refunded to Tenants. All attorneys’ fees and other costs of expenses incurred in obtaining such tax credit), the tax credit apportionment refunds or savings shall be readjusted apportioned between Seller POPLP and Purchaser, and (y) upon realization by Purchaser of a tax savings on account Holdco in proportion to the gross amount of such creditrefunds or savings payable to POPLP and Holdco, Purchaser respectively (without regard to any amounts reimbursable to Tenants). Holdco shall promptly pay to Seller an POPLP the amount equal to the savings realized (as apportioned). All refunds, credits of any credit or other benefits refund applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodDate.

Tax Reduction Proceedings. If Seller may file and/or prosecute an application has heretofore filed applications for the reduction of the assessed valuation of the Property or and/or instituted certiorari proceedings to review such assessed valuations for any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) prior tax years, then prior to the City expiration of Bellevue for any fiscal year. the Due Diligence Period, (i) Seller shall have sole control of such proceedings, and (ii) Seller shall continue to prosecute the same with diligence, including the right to withdrawcompromise and/or settle the same or cause the same to be brought on for trial and to take, conduct, withdraw and/or settle appeals, and Purchaser hereby consents to such actions as Seller may take therein, provided that from and after the expiration of the Due Diligence Period until the Closing or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against earlier termination of this Agreement, if Purchaser has timely delivered the Approval Notice, Seller shall not be authorized to take any act which would negatively impact the assessment of the Property (i) for the period from and after Closing without Purchaser’s consent in its sole and absolute discretion. Any refund or the savings or refund for any fiscal period year or years prior to the fiscal tax year in which the Closing herein occurs shall occur without the prior consent of Purchaser, belong solely to Seller and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent Seller shall be deemed granted in the event that Purchaser fails to respond to a written request responsible for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to remitting any portion of thereof it is required to remit to the Property Tenants under the Leases. Any tax savings or refund for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Closing occurs shall be apportioned prorated between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net deduction of attorneys’ fees and other costs of obtaining such tax credit), expenses related to the tax credit apportionment shall be readjusted between Seller proceeding and Purchaser, and (y) upon realization by Purchaser of a tax savings all sums payable to tenants under the Leases. All sums payable to tenants under the Leases on account of such credit, Purchaser shall pay to Seller an amount equal to the tax savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same refund shall be promptly paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days such tenants following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, such tax savings or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Periodrefund.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof Premises for real estate taxes or a refund of real estate taxes Property Taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue New York for any prior fiscal year and/or to contest any Premises value assessment made for the Premises or any portion thereof for the current fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings tax certiorari proceedings affecting real estate taxes assessed against the Property (i) Premises for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business DaysClosing. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property Premises for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is actually received with respect to any portion of the Property Premises for the tax year in which the Apportionment Time Date occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, refunds or credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur current Tax Year shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) business days following receipt thereof. All refunds or credits or applicable to the current fiscal period shall be adjusted between Seller and Purchaser as one of the closing adjustments and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser , Purchaser shall pay Seller its portion thereof within five (5) business days following receipt thereof. Any tax reduction proceedings and tax savings for any period for any periods after the Closing shall belong to the Purchaser exclusively and shall be controlled by the Purchaser exclusively. The provisions of this Section 6.6 12 shall survive shall survive the termination of this Agreement or the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller Sellers may file and/or prosecute an application for the reduction of the assessed valuation of the Property Premises or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “"Tax Certiorari Proceeding”") to the City of Bellevue locality in which the applicable Individual Property is located for any fiscal yearyear which includes the Closing or any fiscal year preceding the fiscal year in which the Closing occurs. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Premises on an Individual Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of PurchaserPurchaser as long as the same will not adversely affect the real estate taxes for subsequent years, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafteroccur, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Daysdelayed. The amount of any tax refunds (net of attorneys’ ' fees and other costs of obtaining such tax refunds) with respect to any portion of the Premises on such Individual Property for the tax year in which the Apportionment Cut-Off Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Cut-Off Time with a prior allocation of the any portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or LicensesLeases; and notwithstanding anything to the contrary contained herein, Seller Sellers hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Cut-Off Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the DOC ID - 21031260.28 Premises of such Individual Property for the tax year in which the Apportionment Cut-Off Time occursoccurs or any subsequent year, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by any Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ ' fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller Sellers and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportionedapportioned and net of such attorneys' fees and costs of obtaining the same). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller Sellers within five (5) days following receipt thereof. All refunds, credits or other benefits applicable to any fiscal period after the fiscal year in which the Closing shall occur shall belong solely to Purchaser (and Sellers shall have no interest therein) and, if the same shall be paid to Sellers or anyone acting on behalf of Sellers, same shall be paid to Purchaser within five (5) days following receipt thereof. The provisions of this Section 6.6 15 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for the A. If any tax reduction proceedings in respect of the assessed valuation of the Real Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) relating to the City of Bellevue for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period year ending prior to the fiscal year in which the Closing occurs are pending at the time of the Closing, Seller reserves and shall occur without have the prior consent right to continue to prosecute and/or settle the same. If any tax reduction proceedings in respect of Purchaser, and (ii) for the Real Property relating to the fiscal year in which the Closing shall occur or any fiscal year thereafteroccurs are pending at the time of the Closing, provided Purchaser then Seller reserves and shall have consented with respect theretothe right to continue to prosecute and/or settle the same, provided, however, that Seller shall not settle any such proceeding without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed and which consent delayed. Purchaser shall be deemed granted reasonably cooperate with Seller in connection with the prosecution of any such tax reduction proceedings. B. Any refunds or savings in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Days. The amount payment of any tax refunds (net of attorneys’ fees and other costs of obtaining taxes resulting from such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant reduction proceedings applicable to the terms of the Leases or Licenses; and notwithstanding anything period prior to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up Closing shall belong to and including be the Apportionment Time property of Seller, and Purchaser having such obligation for any refunds or savings in the return payment of such refunds attributable taxes applicable to the period from and after the Closing Date. Ifshall belong to and be the property of Purchaser; provided, in lieu of a tax refundhowever, a tax credit is received with respect that if any such refund creates an obligation to reimburse any Tenants for any Overage Rent paid or to be paid, that portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant such refund equal to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit required reimbursement (net after deduction of allocable expenses as may be provided in the Lease to such Tenant) shall, at Seller’s election, either (i) be paid to Purchaser and Purchaser shall disburse the same to such Tenants or (ii) be paid by Seller directly to the Tenants entitled thereto. All reasonable attorneys’ fees and other costs of expenses incurred in obtaining such tax credit), the tax credit apportionment refunds or savings shall be readjusted apportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser, and respectively (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable without regard to any fiscal period prior amounts reimbursable to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. Tenants). C. The provisions of this Section 6.6 Article 26 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Seller may file and/or prosecute an application for has filed a protest or reduction proceeding (the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari ProceedingProtest”) to the City of Bellevue for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which October 1, 2006 to September 30, 2007 (the Closing “Current Tax Year”) with respect to and shall occur not withdraw, settle or otherwise compromise any Tax Protest for the Current Tax Year or any prior fiscal period without the prior consent of Purchaser. At the Closing, Seller shall assign its interest in the Tax Protest (other than its right to receive its share of any net refund resulting therefrom as hereinafter set forth) to Purchaser. From and after the Closing, Seller shall reasonably cooperate with Purchaser, and (ii) Seller shall instruct its tax certiorari counsel to cooperate with Purchaser, in connection with the prosecution of any Tax Protest with respect to the Property for the fiscal year in which Current Tax Year. Without limiting the foregoing, from and after the Closing Date, Seller shall occur or make its books and records relating to the Property available, upon reasonable prior written notice and during reasonable business hours to Purchaser and Purchaser’s tax certiorari counsel in connection with any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Dayssuch Tax Protest. The net amount of any tax refunds (net of attorneys’ after deducting therefrom (i) any and all amounts payable to tenants, (ii) the fees and other costs of obtaining expenses paid or payable to the attorneys handling such tax refundsreduction application and any proceedings related thereto, and (iii) any other customary expenses incurred in connection with such Tax Protest) with respect to any portion of the Property for the a tax year period in which the Apportionment Time (as defined in Section 8.5.3 below) Closing Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with day preceding the Closing Date and, in the case of a prior allocation of the portion thereof which must be returned tax refund, paid to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return within ten (10) days from receipt of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Daterefund. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occursreceived, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, within ten (x) within thirty (3010) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization . Promptly after application by Purchaser of a tax savings on account the amount of such credittax credit against taxes next due and payable, Purchaser shall pay deliver to Seller an amount equal to Seller’s share of the savings realized tax credit (as apportionednet of Seller’s share of (i) any and all amounts payable to tenants, (ii) the fees and expenses paid or payable to the attorneys handling such tax reduction application and any proceedings related thereto, and (iii) any other customary expenses incurred in connection with such Tax Protest). All refunds, credits or other benefits applicable to any fiscal period prior Subject to the fiscal year in which the Closing shall occur shall rights of third parties, if any, all refunds for prior tax years belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to upon receipt by Purchaser or anyone acting on behalf of Purchaserits successors or assigns, same shall be immediately paid to, or as directed in writing by, Seller. Any sums received by Purchaser to which Seller is entitled shall be held in trust for Seller on account of said tax refund, and Purchaser shall remit to Seller any such sums received by Purchaser to which Seller is entitled within five (5) business days following after receipt thereof. The provisions of this Section 6.6 24 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodClosing Date.

Tax Reduction Proceedings. Seller may file and/or prosecute has filed an application for the reduction of the assessed valuation of the Property or any portion thereof Premises for real estate taxes for the New York City fiscal year July 1, 1998 to June 30, 1999 (the "98/99 Tax Year") with respect to which proceeding -------------- Seller has agreed to direct Fashion Gallery Owners, LLC ("Owner"). Provided Purchaser is not in default hereunder, Seller shall confer with, and accept the direction of, Purchaser with respect to any direction to Owner about any decision to settle or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) prosecute the tax reduction proceeding relating to the City of Bellevue for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise 98/99 Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business DaysYear. The amount of any tax refunds (net of attorneys’ ' fees and other costs of obtaining such tax refunds) with respect to any portion of the Property Premises for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time Date. To the extent that any tenant shall, in accordance with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of its Lease, be entitled to receive a portion of any tax refunds which Seller or Purchaser is entitled to receive hereunder, then Seller or Purchaser, as the Leases or Licenses; and notwithstanding anything case may be, shall be obligated to the contrary contained herein, Seller hereby agreeing to be responsible for the return of pay such refund portion thereof to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Datetenant in accordance with its Lease. If, in lieu of a tax refundrefund for the 98/99 Tax Year, a tax credit is received with respect to any portion of the Property Premises for the any future tax year in which the Apportionment Time occursyear, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ ' fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to its pro rata share of the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Schedule 16 attached hereto and made a part hereof sets forth the tax certiorari proceedings or tax protest proceedings (a "Tax Certiorari Proceeding") currently pending with respect to each Property. Each Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property owned by such Seller, or any portion thereof thereof, for real estate taxes or a refund of real estate taxes Property Taxes previously paid for the fiscal year in which the Closing Date occurs (a “the "Current Tax Certiorari Proceeding”) to the City of Bellevue for any fiscal yearYear"). Each Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the any Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur Current Tax Year without the prior consent of Purchaser, Purchaser and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, Current Tax Year provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Daysdelayed. The amount of any tax refunds (net of attorneys’ ' fees and other costs of obtaining such tax refunds) with respect to any portion of the any Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs Current Tax Year shall be apportioned between Seller Sellers and Purchaser as of the Apportionment Time Date with a prior an allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or LicensesLeases; and notwithstanding anything to the contrary contained herein, Seller Sellers hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time Date and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the any Property for the tax year in which the Apportionment Time occursCurrent Tax Year, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (xA) within thirty (30) days after receipt by Seller Sellers or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ ' fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller Sellers and Purchaser, and (yB) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller Sellers an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur Current Tax Year shall belong solely to Seller Sellers (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller Sellers within five thirty (530) days following receipt thereofthereof and, if not timely paid, with interest thereon from the 30th day following such receipt until paid to Sellers at a rate equal to the Default Rate. All refunds, credits or other benefits applicable to any fiscal period after the Current Tax Year shall belong solely to Purchaser (and Seller shall have no interest therein) and, if the same shall be paid to Sellers or anyone acting on behalf of Sellers, same shall be paid to Purchaser within thirty (30) days following receipt thereof and, if not timely paid, with interest thereon from the 30th day following such receipt until paid to Purchaser at a rate equal to the Default Rate. The provisions of this Section 6.6 16 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.

Tax Reduction Proceedings. Purchaser shall prosecute the application filed by Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property Premises or any portion thereof for real estate taxes or a refund of real estate taxes previously paid for the New York City fiscal year July 1, 2004 to June 30, 2005 (a the “04/05 Tax Certiorari ProceedingYear”) ), and Purchaser shall file and prosecute such application for the New York City fiscal year July 1, 2005 to June 30, 2006 (the City of Bellevue for any fiscal year“05/06 Tax Year”). Seller Purchaser shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings any protest or reduction proceeding affecting real estate taxes assessed against the Property Premises (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, 05/06 Tax Year and (ii) for the fiscal year 05/06 Tax Year, in which each instance with the Closing shall occur or any fiscal year thereafterprior consent of Seller, provided Purchaser shall have consented with respect thereto, which consent shall not to be unreasonably withheld, conditioned withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Daysdelayed. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refundsrefunds and subject to the immediately preceding sentence) with respect to any portion of the Property Premises for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Master Lease Termination Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time Master Lease Termination Date. To the extent that any tenant shall, in accordance with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of its Existing Lease, the Leases Master Lease or Licenses; and notwithstanding anything the TIAA Lease, be entitled to the contrary contained hereinreceive a portion of any tax refunds, which Seller hereby agreeing or Purchaser is entitled to receive hereunder, then such party shall be responsible for the return of obligated to pay such refund portion thereof to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Datetenant in accordance with its Lease. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property Premises for the tax year in which the Apportionment Time Master Lease Termination Date occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur 05/06 Tax Year shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within five (5) days following receipt thereof. The provisions of this Section 6.6 13 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser Closing and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival PeriodMaster Lease Termination Date.

Tax Reduction Proceedings. Seller may file and/or prosecute an application If the Owners have heretofore filed applications for the reduction of the assessed valuation of the Property or Premises and/or instituted certiorari proceedings to review such assessed valuations for any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) tax years prior to the City of Bellevue for any fiscal year. Seller tax year in which the Closing Date is to occur, Cedar acknowledges and agrees that the Owners shall have sole control of such proceedings, including the right to withdraw, compromise and/or settle the same or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against cause the Property (i) same to be brought on for any fiscal period prior trial and to take, conduct, withdraw and/or settle appeals, and Cedar hereby consents to such actions as the Owners may take therein. Prior to the fiscal Closing, the Owners shall not withdraw, compromise or settle any such proceedings for the tax year in which the Closing shall Date is to occur without the prior written consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect theretoCedar, which consent shall not be unreasonably withheld, conditioned withheld or delayed and delayed. Any refund or tax savings for any year or years prior to the tax year in which consent the Closing Date occurs shall be deemed granted in belong solely to the event that Purchaser fails to respond to a written request for its consent within five (5) Business DaysOwners. The amount of any Any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property savings or refund for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) Closing Date occurs shall be apportioned prorated in accordance with Section 8 hereof between Seller the Owners and Purchaser as Cedar after deduction of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant reasonable attorneys' fees and other reasonable expenses related to the terms proceeding. Cedar and the Owners shall each execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling such proceeding and collecting the amount of the Leases any refund or Licenses; and notwithstanding tax savings. Notwithstanding anything contained herein to the contrary contained hereincontrary, Seller hereby agreeing if any tax savings or refund shall create an obligation to be responsible reimburse any Tenant under any Lease for the return Rentals paid, then that portion of such savings or refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable equal to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same required reimbursement shall be paid to Purchaser Cedar, and Cedar shall disburse the same to the applicable Tenant. Cedar shall deliver to the Owners, within six (6) months after receipt of such tax savings or anyone acting on behalf refund, evidence reasonably satisfactory to the Owners that Cedar has made such payments to the Tenants or, if a Tenant is in default in the performance of Purchaserany of its Lease obligations beyond any applicable notice and cure periods, same that Cedar has applied the refund against any amounts that such Tenant owes under its lease, and to the extent that Cedar shall be fail to deliver such evidence to the Owners, Cedar shall deliver to the Owners the portion of such refund or tax savings that Cedar would otherwise have paid to Seller within five (5) days following receipt thereofsuch Tenant, and the owners shall disburse the same to the applicable Tenant. The provisions of this Section 6.6 13 shall survive the Closing. Seller shall indemnify, defend, and hold Purchaser and the Property harmless from and against any actions, claims, costs, expenses, damages, and/or liabilities arising out of, or relating to, any Tax Certiorari Proceeding or such contest or challenge undertaken by Seller, but Seller’s obligation to so indemnify, defend, and hold Purchaser and the Property harmless shall terminate on the expiration of the Survival Period.