Common use of Tenant's Right to Contest Real Estate Taxes Clause in Contracts

Tenant's Right to Contest Real Estate Taxes. So long as (i) this Lease is in full force and effect, (ii) no monetary or other material Event of Default shall have occurred under this Lease, (iii) Tenant shall directly lease more than fifty percent (50%) of the Total Rentable Floor Area of the Building and (iv) Tenant shall neither have assigned this Lease nor sublet more than twenty-five percent (25%) of the rentable floor area then leased by Tenant (except for an assignment or sublease under Section 5.6.1 below and except for the Initial Second Floor Subleases), after prior written notice to Landlord, Tenant shall have the right to request that Landlord contest the amount or validity of Real Estate Taxes by appropriate application or proceedings. If Landlord notifies Tenant that Landlord does not elect or cause to undertake such an application and/or proceeding, Tenant may then undertake the same; provided, however, that as a continuing condition to such right, Tenant shall be required to make all of the payments respecting the real estate taxes as and at the times required by Section 2.7, notwithstanding any such contest. Tenant further agrees that each such contest shall be promptly and diligently prosecuted in good faith to a final conclusion except only as provided herein. Landlord agrees to cooperate with Tenant in any such proceeding provided that the same shall be at the sole cost and expense of Tenant. Tenant will pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and will, promptly after the final settlement, compromise or determination of such contest, fully pay and discharge Tenant’s obligations under Section 2.7, as the case may be, together with all penalties, fines, interests, costs and expenses. Further, any such contest by Tenant shall not be discontinued unless and until Tenant has given to Landlord written notice of Tenant’s intent to so discontinue and if Landlord shall not by notice to Tenant (the “Assumption Notice”) within fifteen (15) days after receipt of Tenant’s notice elect to assume, at Landlord’s sole cost and expense, the continued prosecution and conduct of such contest. In the event Landlord shall give such Assumption Notice, Tenant shall cooperate with Landlord in all respects as may be necessary for Landlord’s continuation of such contest, but Tenant shall have no other obligation for the prosecution and conduct of such contest. Notwithstanding anything to the contrary set forth in this Section 2.7.1, Tenant shall have not right to initiate any contest respecting Real Estate Taxes if less than six (6) months of the tax period for which Tenant seeks to challenge Real Estate Taxes fall within the last twelve (12) calendar months of the Lease Term.

Tenant's Right to Contest Real Estate Taxes. So long as (i) this Lease is in full force and effect, (ii) no monetary or other material Event of Default shall have occurred under this Lease, (iii) Tenant shall directly lease more than fifty percent (50%) of the Total Rentable Floor Area of the Building and (iv) Tenant shall neither have assigned this Lease nor sublet more than twenty-five percent (25%) of the rentable floor area then leased by Tenant (except for an assignment or sublease under Section 5.6.1 below and except for the Initial Second Floor Subleases), after prior written notice to Landlord, Tenant shall have the right at its own expense to request that Landlord contest the amount or validity validity, in whole or in part, of any Real Estate Taxes by appropriate application proceedings diligently conducted in good faith, but only after payment of such Real Estate Taxes, unless such payment, or proceedings. If Landlord notifies Tenant that Landlord does not elect a payment thereof under protest, would operate as a bar to such contest or cause to undertake such an application and/or proceedinginterfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Article 2, Tenant may then undertake the same; provided, however, that as a continuing condition to such right, Tenant shall be required to make all of the payments respecting the real estate taxes as and at the times required by Section 2.7, notwithstanding any such contest. Tenant further agrees that each such contest shall be promptly and diligently prosecuted in good faith to a final conclusion except only as provided herein. Landlord agrees to cooperate with Tenant in any such proceeding provided that the same shall be at the sole cost and expense of Tenant. Tenant will pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and will, promptly after the final settlement, compromise postpone or determination defer payment of such contest, fully pay and discharge Tenant’s obligations under Section 2.7, as the case may be, together with all penalties, fines, interests, costs and expenses. Further, any such contest by Tenant shall not be discontinued unless and until Tenant has given to Landlord written notice of Tenant’s intent to so discontinue and if Landlord shall not by notice to Tenant (the “Assumption Notice”) within fifteen (15) days after receipt of Tenant’s notice elect to assume, at Landlord’s sole cost and expense, the continued prosecution and conduct of such contest. In the event Landlord shall give such Assumption Notice, Tenant shall cooperate with Landlord in all respects as may be necessary for Landlord’s continuation of such contest, but Tenant shall have no other obligation for the prosecution and conduct of such contest. Notwithstanding anything to the contrary set forth in this Section 2.7.1, Tenant shall have not right to initiate any contest respecting Real Estate Taxes if less than six (6a) months neither the Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, and (b) Tenant shall have deposited with Landlord cash or a letter of credit payable to Landlord issued by a national bank or federal savings and loan association in the amount of the tax period for which Tenant seeks to challenge Real Estate Taxes fall so contested and unpaid. If, during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall, upon demand of Landlord, make additional deposits of such additional sums of money or such additional certificates of deposit as Landlord may reasonably request. Upon failure of Tenant to make such additional deposits within thirty (30) days, the last twelve amount theretofore deposited may be applied by Landlord to the payment, removal and discharge of such Real Estate Taxes, and the interest, fines and penalties in connection therewith, and any reasonable costs, fees (12including reasonable attorney's fees) calendar months and other liability (including costs incurred by Landlord, but excluding consequential or punitive damages) accruing in any such proceedings. Upon the termination of any such proceedings, Tenant shall pay the amount of such Real Estate Taxes or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any reasonable costs, fees (including reasonable attorney's fees), interest, penalties, fines and other liability in connection therewith, and upon such payment Landlord shall return all amounts deposited with it with respect to the contest of such Real Estate Taxes, as aforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the Lease Term.funds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Tenant shall be entitled to the refund of any Real Estate Taxes, penalty, fine and interest thereon received by Landlord which has been paid by Tenant or which has been paid by Landlord but for which

Tenant's Right to Contest Real Estate Taxes. So long as (i) this Lease is in full force and effect, (ii) no monetary or other material Event of Default shall have occurred under this Lease, (iii) Tenant shall directly lease more than fifty percent (50%) of the Total Rentable Floor Area of the Building and (iv) Tenant shall neither have assigned this Lease nor sublet more S:\Legal\Waltham\77 Founh l\venue\Leases\Phase Forward (H).doc than twenty-five percent (25%) of the rentable floor area then leased by Tenant (except for an assignment or sublease under Section 5.6.1 below and except for the Initial Second Floor Subleases), after prior written notice to Landlord, Tenant shall have the right to request that Landlord contest the amount or validity of Real Estate Taxes by appropriate application or proceedings. If Landlord notifies Tenant that Landlord does not elect or cause to undertake such an application and/or proceeding, Tenant may then undertake the same; provided, however, that as a continuing condition to such right, Tenant shall be required to make all of the payments respecting the real estate taxes as and at the times required by Section 2.7, notwithstanding any such contest. Tenant further agrees that each such contest shall be promptly and diligently prosecuted in good faith to a final conclusion except only as provided herein. Landlord agrees to cooperate with Tenant in any such proceeding provided that the same shall be at the sole cost and expense of Tenant. Tenant will pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ ' fees and expenses) in connection with any such contest and will, promptly after the final settlement, compromise or determination of such contest, fully pay and discharge Tenant’s 's obligations under Section 2.7, as the case may be, together with all penalties, fines, interests, costs and expenses. Further, any such contest by Tenant shall not be discontinued unless and until Tenant has given to Landlord written notice of Tenant’s 's intent to so discontinue and if Landlord shall not by notice to Tenant (the “"Assumption Notice”") within fifteen (15) days after receipt of Tenant’s 's notice elect to assume, at Landlord’s 's sole cost and expense, the continued prosecution and conduct of such contest. In the event Landlord shall give such Assumption Notice, Tenant shall cooperate with Landlord in all respects as may be necessary for Landlord’s 's continuation of such contest, but Tenant shall have no other obligation for the prosecution and conduct of such contest. Notwithstanding anything to the contrary set forth in this Section 2.7.1, Tenant shall have not right to initiate any contest respecting Real Estate Taxes if less than six (6) months of the tax period for which Tenant seeks to challenge Real Estate Taxes fall within the last twelve (12) calendar months of the Lease Term.

Tenant's Right to Contest Real Estate Taxes. So long Each year, Landlord will advise Tenant promptly following Landlord’s determination as (i) this Lease is in full force and effect, (ii) no monetary to whether or other material Event of Default shall have occurred under this Lease, (iii) Tenant shall directly lease more than fifty percent (50%) of not it intends to appeal the Total Rentable Floor Area of real property taxes for the Building and (iv) Tenant shall neither have assigned this the Land for any particular year occurring in whole or in part during the Lease nor sublet more than twenty-five percent (25%) of the rentable floor area then leased by Tenant (except for an assignment or sublease under Section 5.6.1 below and except for the Initial Second Floor Subleases), after prior written notice Term. If Landlord has not elected to Landlordappeal, Tenant shall have the right right, upon prior written notice thereof delivered to request that Landlord contest not later than thirty (30) days prior to the amount last day of the period permitted to appeal such assessment and/or xxxx, to require Landlord to petition (i) for a reduction of the assessed valuation of the Building and/or the Land, (ii) for a refund of real estate taxes or assessments, and/or (iii) for such other relief in connection with a claim challenging the validity and/or applicability of any Real Estate Taxes by appropriate application Tax, assessment, or proceedings. If Landlord notifies Tenant that Landlord does not elect or cause related law (each, a “Tax Protest”), the costs of which (including, without limitation, appraisal fees, court costs, reasonable attorneys’ fees, accountants’ fees, fees and expenses of Landlord’s managing agent and the cost to undertake such an application and/or proceeding, Tenant may then undertake comply with the samerequirements of any mortgagee) shall be included in Operating Expenses; provided, however, that as a continuing condition to such right, Tenant Landlord shall not be required to make all any such Tax Protest if Landlord determines in its good faith, commercially reasonable judgment that such requested Tax Protest is not reasonable (in consideration of, among other factors, the materiality of such requested petition and/or the related claim and the likelihood of success in such matter) or in keeping with the prudent management and/or operation of the payments respecting the real estate taxes as and at the times required by Section 2.7, notwithstanding any such contestBuilding. Tenant further agrees that each such contest Landlord shall be promptly and diligently prosecuted in good faith deemed to a final conclusion except only as provided herein. Landlord agrees to cooperate have complied with Tenant in any such proceeding provided that the same shall be at the sole cost and expense of Tenant. Tenant will pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and will, promptly after the final settlement, compromise or determination of such contest, fully pay and discharge Tenant’s obligations under Section 2.7, as the case may be, together with all penalties, fines, interests, costs and expenses. Further, any such contest by Tenant shall not be discontinued unless and until Tenant has given to Landlord written notice of Tenant’s intent to so discontinue and foregoing standard if Landlord shall not by notice to Tenant (have followed the “Assumption Notice”) within fifteen (15) days after receipt advice of Tenant’s notice elect to assume, at Landlord’s sole cost and expense, the continued prosecution and conduct of such contest. In the event Landlord shall give such Assumption Notice, Tenant shall cooperate with Landlord in all respects as may be necessary for Landlord’s continuation of such contest, but Tenant shall have no other obligation for the prosecution and conduct of such contest. Notwithstanding anything local tax certiorari professional not to the contrary set forth in this Section 2.7.1, Tenant shall have not right to initiate any contest respecting Real Estate Taxes if less than six (6) months of the tax period for which Tenant seeks to challenge Real Estate Taxes fall within the last twelve (12) calendar months of the Lease Termcommence a Tax Protest.

Tenant's Right to Contest Real Estate Taxes. So long as (i) this Lease is in full force and effect, (ii) no monetary or other material Event of Default shall have occurred under this Lease, (iii) Tenant shall directly lease more than fifty percent (50%) of the Total Rentable Floor Area of the Building and (iv) Tenant shall neither have assigned this Lease nor sublet more than twenty-five percent (25%) of the rentable floor area then leased by Tenant (except for an assignment or sublease under Section 5.6.1 below and except for the Initial Second Floor Subleases), after prior written notice to Landlord, Tenant shall have the right at its own expense to request that Landlord contest the amount or validity in whole or in part, of any Real Estate Taxes by appropriate application proceedings diligently conducted in good faith, but only after payment of such Real Estate Taxes, unless such payment, or proceedings. If Landlord notifies Tenant that Landlord does not elect a payment thereof under protest, would operate as a bar to such contest or cause to undertake such an application and/or proceedinginterfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Article 2, Tenant may then undertake postpone or defer payment of such Real Estate Taxes if (a) neither the same; Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, and (b) Tenant shall have deposited with Landlord cash or a letter of credit payable to Landlord issued by a national bank or federal savings and loan association in the amount of the Real Estate Taxes so contested and unpaid. If, during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall, upon demand of Landlord, make additional deposits of such additional sums of money or such additional certificates of deposit as Landlord may reasonably request. Upon failure of Tenant to make such additional deposits within thirty (30) days, the amount theretofore deposited may be applied by Landlord to the payment, removal and discharge of such Real Estate Taxes, and the interest, fines and penalties in connection therewith, and any reasonable costs, fees (including reasonable attorney's fees) and other liability (including costs incurred by Landlord, but excluding consequential or punitive damages) accruing in any such proceedings. Upon the termination of any such proceedings, Tenant shall pay the amount of such Real Estate Taxes or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any reasonable costs, fees (including reasonable attorney's fees), interest, penalties, fines and other liability in connection therewith, and upon such payment Landlord shall return all amounts deposited with it with respect to the contest of such Real Estate Taxes, as aforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the funds on deposit with Landlord and the balance, if any, shall be resumed to Tenant. Tenant shall be entitled to the refund of any Real Estate Taxes, penalty, fine and interest thereon received by Landlord which has been paid by Tenant or which has been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant, such amount to be paid within thirty (30) days of receipt by Landlord. Landlord shall not be required to join in any proceedings referred to in this Section 2.11 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require. Landlord shall not ultimately be subject to any liability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. Tenant agrees to pay all such fees (including reasonable attorney's fees), costs and expenses or, on demand, to make reimbursement to Landlord for such payment. During the time when any such amount is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of Real Estate Taxes, as above provided, however, that as a continuing condition to such right, Tenant shall be required entitled to make receive all of the payments respecting the real estate taxes as and at the times required by Section 2.7interest paid thereon, notwithstanding any such contest. Tenant further agrees that each such contest shall be promptly and diligently prosecuted in good faith to a final conclusion except only as provided hereinif any. Landlord agrees to cooperate with Tenant in any such proceeding provided that the same shall be at the sole cost and expense of Tenant. Tenant will pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) 's efforts in connection with any such contest and will, promptly after the final settlement, compromise or determination of such contest, fully pay and discharge Tenant’s obligations under this Section 2.7, as the case may be, together with all penalties, fines, interests, costs and expenses. Further, any such contest by Tenant shall not be discontinued unless and until Tenant has given to Landlord written notice of Tenant’s intent to so discontinue and if Landlord shall not by notice to Tenant (the “Assumption Notice”) within fifteen (15) days after receipt of Tenant’s notice elect to assume2.11, at no cost or expense to Landlord’s sole cost and expense, the continued prosecution and conduct of such contest. In the event Landlord shall give such Assumption Notice, Tenant shall cooperate with Landlord in all respects as may be necessary for Landlord’s continuation of such contest, but Tenant shall have no other obligation for the prosecution and conduct of such contest. Notwithstanding anything to the contrary set forth in this Section 2.7.1, Tenant shall have not right to initiate any contest respecting Real Estate Taxes if less than six (6) months of the tax period for which Tenant seeks to challenge Real Estate Taxes fall within the last twelve (12) calendar months of the Lease Term.

Tenant's Right to Contest Real Estate Taxes. So long as (i) this Lease is in full force and effect, (ii) no monetary or other material Event of Default shall have occurred under this Lease, (iii) Tenant shall directly lease more than fifty percent (50%) of To the Total Rentable Floor Area of the Building and (iv) Tenant shall neither have assigned this Lease nor sublet more than twenty-five percent (25%) of the rentable floor area then leased extent permitted by Tenant (except for an assignment or sublease under Section 5.6.1 below and except for the Initial Second Floor Subleases), after prior written notice to Landlordlaw, Tenant shall have the right (but not the obligation) to request contest or object to the legal validity or amount of Taxes for which Tenant is responsible under this Lease and may institute such proceeding as Tenant considers necessary with respect thereto, provided that Tenant gives Landlord written notice of such contest or objection at least fifteen (15) calendar days before the amount or validity of Real Estate Taxes by appropriate application or proceedings. If Landlord notifies Tenant taxing authority's delinquency date, and further provided that Landlord does not elect or cause to undertake such an application and/or proceeding, Tenant may then undertake the same; provided, however, that as a continuing condition to such right, Tenant shall continue to pay such Taxes during the pendency of such contest. Landlord shall not be required to make join in any proceeding or contest brought by Tenant unless the provisions of any applicable law require that the proceeding or contest brought by or in the name of Landlord, in which case Landlord shall join in the proceeding or contest or permit it to be brought in Landlord's name and use all of the payments respecting the real estate taxes as and at the times required by Section 2.7, notwithstanding any such contest. Tenant further agrees that each such contest shall be promptly and diligently prosecuted in good faith to a final conclusion except only as provided herein. Landlord agrees reasonable efforts to cooperate with Tenant in said proceeding or contest, so long as Landlord is not required to bear any cost of such proceeding provided or contest or any cost incurred in connection therewith. Landlord shall promptly pay to Tenant the Tenant's Proportionate Share of any tax rebate, adjustment, or refund collected by Landlord in respect of the Leased Premises, whether or not resulting from such appeal, audit or protest, except to the extent solely attributable to a period of Landlord's ownership that is not within the same shall be at Lease Term. During the sole cost and expense pendency of Tenant. the proceeding or after the final determination thereof, Tenant will pay and save reimburse Landlord harmless against for any and all losses, judgments, decrees and out-of-pocket costs (including all reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any such proceeding and for interest and/or penalties imposed or assessed in connection with such proceeding or contest and will, promptly after the final settlement, compromise or determination of such contest, fully pay and discharge Tenant’s obligations under Section 2.7, as the case may be, together with all penalties, fines, interests, costs and expenses. Further, any such contest by Tenant shall not be discontinued unless and until Tenant has given to Landlord written notice of Tenant’s intent to so discontinue and if Landlord shall not by notice to Tenant within thirty (the “Assumption Notice”) within fifteen (1530) days after receipt Landlord's billing to Tenant therefor, accompanied by reasonable proof of Tenant’s the expenditure; in the alternative, Landlord may direct Tenant in writing to make payment directly to the entity issuing the bill or notice elect of assessment and Tenant will make such payment on or xxxore the date specified in the bill or notice as the last date prior to assumedelinquency on which such pxxxxnt may be made. In the event any proceeding or contest brought by Tenant to which Landlord objects prior to the date that such proceeding or contest may be dismissed or withdrawn results in a determination increasing the assessment or amount of any Tax, Tenant shall, at Landlord’s its sole cost and expense, the continued prosecution and conduct prosecute any appeal of such contestdetermination, and if a final non-appealable judgment or order is issued resulting in an increase in the assessment or of the amount of any Tax, Tenant shall be liable to Landlord for the Taxes attributable to such increase for a period of two (2) years following the expiration of the Lease Term or the earlier termination of this Lease, which obligation shall survive such expiration or earlier termination. In the event any proceeding or contest brought by Landlord shall give to which Tenant objects prior to the date that such Assumption Notice, Tenant shall cooperate with Landlord in all respects as proceeding or contest may be necessary for Landlord’s continuation dismissed or withdrawn results in a determination increasing the assessment or amount of any Taxes, the amount of any increase in Taxes resulting from such contest, but Tenant determination shall have no other obligation for the prosecution and conduct of such contest. Notwithstanding anything to the contrary set forth in not be included as Taxes under this Section 2.7.1, Tenant shall have not right to initiate any contest respecting Real Estate Taxes if less than six (6) months of the tax period for which Tenant seeks to challenge Real Estate Taxes fall within the last twelve (12) calendar months of the Lease TermLease.

Tenant's Right to Contest Real Estate Taxes. So long as (A) To the extent permitted by applicable law and provided that (i) this Lease is in full force and effectthere shall not then be existing an Event of Default, (ii) no monetary or Tenant shall not have assigned its interest in this Lease (other material Event of Default shall have occurred than an assignment permitted without Landlord’s consent under this Lease, Section 12.2 below) and (iii) Tenant shall directly lease more than fifty percent the Office Portion in its entirety (50%) inclusive of the Total Rentable Floor Area of the Building and (iv) any permitted subleases under Article XII below), Tenant shall neither have assigned this Lease nor sublet more than twenty-five percent (25%) of the rentable floor area then leased by Tenant (except for an assignment or sublease under Section 5.6.1 below and except for the Initial Second Floor Subleases)right, after prior written notice to Landlord, Tenant shall have the right to request that Landlord contest the amount or validity validity, in whole or in part, of Real Estate Taxes any of the real estate taxes by appropriate application or proceedings. If Landlord notifies Tenant that Landlord does not elect or cause to undertake such an application and/or proceeding, Tenant may then undertake the sameproceedings diligently conducted in good faith; provided, however, that as a continuing condition to such right, Tenant shall be required to continue to make all of the payments to Landlord respecting the real estate taxes as and at the times required by provided in Section 2.7, 6.2 above notwithstanding any such contest. Tenant Xxxxxx further agrees that each such contest shall be promptly and diligently prosecuted in good faith to a final conclusion except only as provided herein. Landlord Xxxxxxxx agrees to cooperate with Tenant Xxxxxx in any such proceeding provided that the same shall be at the sole cost and expense of Tenant. Within ten (10) days after Xxxxxx’s written request, Landlord shall execute such documents as Tenant will pay and save Landlord harmless against may reasonably request to contest the amount or validity, in whole or in part, of any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and will, promptly after of the final settlement, compromise or determination of such contest, fully pay and discharge Tenant’s obligations under Section 2.7, as the case may be, together with all penalties, fines, interests, costs and expensesreal estate taxes. Further, any Any such contest by Tenant shall not be discontinued unless and until Tenant has given to Landlord written notice of TenantXxxxxx’s intent to so discontinue and if Landlord shall not by notice to Tenant (the “Assumption Notice”) within fifteen (15) days after receipt of Tenant’s notice elect to assume, at Landlord’s sole cost and expense, the continued prosecution and conduct of such contest, then Tenant may discontinue the same. In the event Landlord shall give such Assumption Notice, Tenant shall cooperate at Landlord’s sole cost and expense with Landlord in all respects as may be necessary for Landlord’s continuation of such contest, but Tenant shall have no other obligation for the prosecution and conduct of such contest. Notwithstanding anything to the contrary set forth in this Section 2.7.1, Tenant shall have not right to initiate any contest respecting Real Estate Taxes if less than six (6) months of the tax period for which Tenant seeks to challenge Real Estate Taxes fall within the last twelve (12) calendar months of the Lease Term.

Tenant's Right to Contest Real Estate Taxes. So long as (A) To the extent permitted by applicable law and provided that (i) this Lease is in full force and effectthere shall not then be existing an Event of Default, (ii) no monetary or Tenant shall not have assigned its interest in this Lease (other material Event of Default shall have occurred than an assignment permitted without Landlord’s consent under this Lease, Section 12.2 below) and (iii) Tenant shall directly lease more than fifty percent (50%) of the Total Rentable Floor Area of the Building and in its entirety (iv) inclusive of any permitted subleases under Article XII below), Tenant shall neither have assigned this Lease nor sublet more than twenty-five percent (25%) of the rentable floor area then leased by Tenant (except for an assignment or sublease under Section 5.6.1 below and except for the Initial Second Floor Subleases)right, after prior written notice to Landlord, Tenant shall have the right to request that Landlord contest the amount or validity validity, in whole or in part, of Real Estate Taxes any of the real estate taxes by appropriate application or proceedings. If Landlord notifies Tenant that Landlord does not elect or cause to undertake such an application and/or proceeding, Tenant may then undertake the sameproceedings diligently conducted in good faith; provided, however, that as a continuing condition to such right, Tenant shall be required to continue to make all of the payments to Landlord respecting the real estate taxes as and at the times required by provided in Section 2.7, 6.2 above notwithstanding any such contest. Tenant Xxxxxx further agrees that each such contest shall be promptly and diligently prosecuted in good faith to a final conclusion except only as provided herein. Landlord Xxxxxxxx agrees to cooperate with Tenant Xxxxxx in any such proceeding provided that the same shall be at the sole cost and expense of Tenant. Within ten (10) days after Xxxxxx’s written request, Landlord shall execute such documents as Tenant will pay and save Landlord harmless against may reasonably request to contest the amount or validity, in whole or in part, of any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and will, promptly after of the final settlement, compromise or determination of such contest, fully pay and discharge Tenant’s obligations under Section 2.7, as the case may be, together with all penalties, fines, interests, costs and expensesreal estate taxes. Further, any Any such contest by Tenant shall not be discontinued unless and until Tenant has given to Landlord written notice of TenantXxxxxx’s intent to so discontinue and if Landlord shall not by notice to Tenant (the “Assumption Notice”) within fifteen (15) days after receipt of Tenant’s notice elect to assume, at Landlord’s sole cost and expense, the continued prosecution and conduct of such contest, then Tenant may discontinue the same. In the event Landlord shall give such Assumption Notice, Tenant shall cooperate at Landlord’s sole cost and expense with Landlord in all respects as may be necessary for Landlord’s continuation of such contest, but Tenant shall have no other obligation for the prosecution and conduct of such contest. Notwithstanding anything to the contrary set forth in this Section 2.7.1, Tenant shall have not right to initiate any contest respecting Real Estate Taxes if less than six (6) months of the tax period for which Tenant seeks to challenge Real Estate Taxes fall within the last twelve (12) calendar months of the Lease Term.