Common use of Property Taxes Clause in Contracts

Property Taxes. 6.01 As part of the monthly Operating Expense Charge, Lessee shall pay, during the Term of this Lease, all real estate taxes attributable to the Premises. The phrase “real estate taxes attributable to the Premises” as used in this paragraph shall mean, an amount equal to the real estate taxes, any assessments and any governmental charges levied upon or with respect to the Premises and the building located upon the Premises. Lessee shall be liable for all taxes levied upon the personal property and trade fixtures placed by Lessee in or about the Premises. If any taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises shall be levied against Lessor or Lessor’s property, and if Lessor pays the same, or if the assessed value of Lessor’s land is increased by the inclusion thereof, and if Lessor pays the taxes based upon such increased assessment, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest the amount or validity, in whole or in part, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after paying such tax or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon termination of any proceedings, Lessee will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties or other related liabilities. Lessor will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedings, Lessor shall not be subjected to any liability for the payment of any costs or expenses in connection with any such contest or proceeding. Further, Lessee shall indemnify Lessor against and save Lessor harmless from any and all such costs and expenses.

Property Taxes. 6.01 As part of the monthly Operating Expense Charge, Lessee shall paypay promptly before delinquency all property taxes and assessments, that may be levied or assessed during the Term term of this Lease, all real estate taxes attributable to the Premises. The phrase “real estate taxes attributable to the Premises” as used in this paragraph shall mean, an amount equal to the real estate taxes, any assessments and any governmental charges levied upon or with respect to the Premises and the building located Lease upon the Premises. All such taxes for the year in which this Lease terminates shall be prorated between Lessor and Lessee, except that neither Lessor nor Lessee shall be liable for all taxes levied upon the personal property and trade fixtures placed by Lessee in or about the Premises. If any taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises shall be levied against Lessor or Lessor’s property, and if Lessor pays the same, or if the assessed value of Lessor’s land is increased by the inclusion thereof, and if Lessor pays the taxes based upon such increased assessment, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest the amount or validity, in whole or in part, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after paying such tax or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon termination of any proceedings, Lessee will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties or other related liabilities. Lessor will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedings, Lessor shall not be subjected to any liability responsible for the payment of any costs taxes which are based upon production from the Premises accruing solely to the other party. Lessee shall have the right to contest, in the courts or expenses otherwise, in connection with its own name or in the name of Lessor, the validity or amount of any such contest taxes or proceedingassessments, if it deems the same unlawful, unjust, unequal or excessive, or to take such other steps or proceedings as it may deem necessary to secure a cancellation, reduction, readjustment or equalization thereof, before it shall be required to pay the same. Further, Lessee shall indemnify not permit or suffer the Premises or any part thereof to be conveyed, or title lost to Lessor, as the result of nonpayment of such taxes or assessments. Lessee shall upon request furnish to Lessor against and save Lessor harmless from any and duplicate receipts for all such costs taxes and expensesassessments when paid. Lessee shall not be liable for any taxes levied on or measured by income, or other taxes applicable to Lessor, based upon payments under this Lease. Nothing in the foregoing shall be construed to obligate Lessee to pay such portion of any tax as is based upon the value of improvements, structures or personal property made, placed and used on any part or parts of the Premises by or for Lessor or by an owner or lessee of surface rights other than Lessee after the date hereof. If Lessor receives tax bills or claims which are the responsibility of Lessee hereunder, the same shall be promptly forwarded to Lessee for appropriate action.

Property Taxes. 6.01 As part Lessee shall pay when due all taxes (including, without limitation, any required ad valorem taxes), assessments (including, without limitation, stormwater utility charges) and impact fees levied against or in connection with the Premises, its leasehold interest therein and any Improvements thereto, and pay when due all taxes and assessments levied against Xxxxxx's personal property located on the Premises or otherwise arising out of its operations on the monthly Operating Expense ChargePremises. In the event Lessee shall fail to pay when due any such taxes and assessments, then regardless of whether Authority exercises its right to terminate this Lease because of Lessee's default, Lessee shall payalso be obligated to pay all resulting interest and penalties on such delinquent taxes and assessments. None of the terms, during covenants or conditions of this Lease shall be construed as a release or waiver on the Term part of Authority or the City of the right to assess, levy or collect any license, personal property, intangible, occupation or other tax which they, or either of them, may lawfully assess, levy or collect on the business or property of Lessee. Lessee may exercise any rights provided by law to contest or pay under protest any taxes and shall not thereby be deemed in default under this Lease, provided that such contest or payment under protest does not result in the imposition of a lien for delinquent taxes on the Premises or any Improvements and Lessee promptly pays all real estate taxes attributable and assessments (and any interest and penalties with respect thereto) ultimately determined to be due. If the term of this Lease expires or is earlier terminated prior to the Premises. The phrase “real estate taxes attributable to close of the Premises” as used in this paragraph shall mean, an amount equal to the real estate taxes, tax year for which any assessments and any governmental charges levied upon or with respect to the Premises and the building located upon the Premises. Lessee shall be liable for all taxes levied upon the personal property and trade fixtures placed by Lessee in or about the Premises. If any taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises shall be levied against Lessor or Lessor’s property, and if Lessor pays the samesuch tax is payable, or if the assessed value term of Lessor’s land is increased by this Lease commences on a date other than the inclusion thereof, and if Lessor pays the taxes based upon first day of such increased assessmenttax year, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest the amount or validity, in whole or in part, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after be responsible for paying such tax or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon termination of any proceedings, Lessee will pay the amount a percentage of the tax or part calculated by dividing the number of days that this Lease was in effect during such tax year by the total number of days that the Premises was leased to tenants (excluding any tenant engaging in a use of the Premises which results in the Premises being exempt from taxation) during such tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties or other related liabilitiesyear. Lessor will not be required to join in any contest or proceedings unless the provisions of any law or regulations then If this Lease is in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedings, Lessor shall not be subjected to for a period less than any liability entire period for the payment of any costs or expenses in connection with any such contest or proceeding. Furtherwhich an assessment other than a tax is imposed, Lessee shall indemnify Lessor against and save Lessor harmless from any and all such costs and expensespay a percentage of the assessment calculated by dividing the number of days this Lease was in effect during that assessment period by the total number of days in the assessment period. Lessee's obligations under this Section 6.2 shall survive the expiration or earlier termination of the term of this Lease.

Property Taxes. 6.01 As part Tenant shall in respect of all periods of the monthly Operating Expense Charge, Lessee shall pay, during the Term of this Lease, pay all real estate property taxes attributable and general and special assessments on the Demised Premises, and shall pay all taxes charged against trade fixtures, utility installations, furnishings, equipment or any other personal property belonging to the PremisesTenant. The phrase “real estate taxes attributable Landlord shall forward to the Premises” as used Tenant in this paragraph shall mean, an amount equal to the real estate taxes, any assessments a timely manner all bills and any governmental charges levied upon or notices with respect to the Premises such real property taxes and the building located upon the Premisesassessments as are received by Landlord from third parties, and within five (5) days after request by Landlord (and in no event less than quarterly), Tenant shall provide Landlord with written evidence of each such payment. Lessee Tenant shall be liable for all deemed to have complied with the covenants of this Section 4(d) if payment of such taxes levied upon the personal property and trade fixtures placed or assessments shall have been made within any period allowed by Lessee in law or about the Premises. If any taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises shall be levied against Lessor or Lessor’s property, and if Lessor pays the same, or if the assessed value of Lessor’s land is increased by the inclusion thereof, and if Lessor pays governmental authority imposing the taxes based upon such increased assessment, Lessee upon demand same during which payment is permitted without penalty or interest. Tenant or its designees shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest the amount or validityreview all such taxes by legal proceedings, or in such other manner as Tenant may deem suitable. If instituted, Tenant or its designees shall conduct such review or contest promptly at its own expense, and free of any expense to Landlord, and, if necessary, in whole the name of and with the cooperation of Landlord and Landlord shall execute all documents reasonably necessary to accomplish the foregoing. Notwithstanding the foregoing, Tenant shall promptly pay all such taxes if at any time the Demised Premises or in part, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after paying such tax or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon termination of any proceedings, Lessee will pay the amount of the tax or part of the tax as finally determinedDemised Premises shall be subject to the commencement of any forfeiture proceeding, the payment of which may have been deferred during the prosecution or if Landlord shall be subject to any civil or criminal liability arising out of the proceedingsnonpayment thereof, together with or if nonpayment would result in any costs, fees, interest, penalties default under any loan or other related liabilitiesobligation of Landlord secured by any deed of trust or other lien on the Demised Premises. Lessor will not If there shall be required to join in any contest refunds or proceedings unless rebates on account of the taxes paid by Tenant under the provisions of any law this Lease, such refund or regulations then in effect require that the Lessor participate in such proceedingsrebate shall belong to Tenant. In the event Lessor does join in the proceedings, Lessor Tenant shall not be subjected to any liability solely responsible for the payment of any costs penalties or expenses in connection interest charged with respect to taxes and assessments for which Tenant is responsible, except that Landlord shall be responsible for any such contest penalties or proceeding. Further, Lessee shall indemnify Lessor against and save Lessor harmless interest resulting from any and all failure by Landlord to timely forward to Tenant any bxxx or notice of such costs and expensestaxes or assessments received by Landlord.

Property Taxes. 6.01 As part of the monthly Operating Expense ChargeSubject to Article 10 relating to permitted contests, Lessee shall will pay, during or cause to be paid, all real and personal property taxes and assessments levied or assessed against the Leased Property and applicable to the periods of time within the Term of this LeaseLease (collectively “Taxes”) before any fine, all real estate taxes attributable penalty, interest or cost may be added for non-payment, such payments to be made directly to the Premisestaxing authorities where feasible or required, and will promptly, upon request, furnish to Lessor copies of receipts or other satisfactory proof evidencing such payments. The phrase “real estate taxes attributable If any such Taxes may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Taxes), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Taxes) in installments and in such event, shall pay such installments during the Term hereof as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessee may, at Lessee’s sole cost and expense, protest, appeal or institute such other proceedings as Lessee may deem appropriate to effect a reduction of Taxes and Lessor, at Lessee’s expense as aforesaid, shall cooperate with Lessee in such protest, appeal or other action. Lessee shall reimburse Lessor for Lessor’s direct costs of cooperating with Lessor in such protest, appeal or other action. If Lessee elects not to contest Taxes, Lessor shall have the right to do so in its own name and at its sole cost and expense. If any refund shall be due from any taxing authority in respect of any Taxes paid by Lessee, the same shall be paid over to or retained by Lessee. In case any person or entity to whom any sum is directly payable by Lessee under any of the provisions of this Lease shall refuse to accept payment of such sum from Lessee, Lessee shall thereupon give written notice of such fact to Lessor and shall pay such sum directly to Lessor, and Lessor shall thereupon pay such sum to such person or entity. To the extent Lessee so pays any Taxes to Lessor, Lessee shall be relieved of its obligation under this Lease to pay such Taxes to the Premises” entity to which such Taxes would otherwise be due. Lessor and Lessee shall, upon request of the other, provide such data and information as used in this paragraph shall mean, an amount equal is maintained by the party to whom the real estate taxes, any assessments and any governmental charges levied upon or request is made with respect to the Premises Leased Property as may be necessary to prepare any required returns and the building located upon the Premises. Lessee shall be liable for all taxes levied upon the personal property and trade fixtures placed by Lessee in or about the Premises. If any taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises shall be levied against Lessor or Lessor’s property, and if Lessor pays the same, or if the assessed value of Lessor’s land is increased by the inclusion thereof, and if Lessor pays the taxes based upon such increased assessment, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest the amount or validity, in whole or in part, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after paying such tax or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon termination of any proceedings, Lessee will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together reports with any costs, fees, interest, penalties or other related liabilities. Lessor will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedings, Lessor shall not be subjected to any liability for the payment of any costs or expenses in connection with any such contest or proceeding. Further, Lessee shall indemnify Lessor against and save Lessor harmless from any and all such costs and expensestaxing authorities.

Property Taxes. 6.01 As part Beginning January 1, 2000 and continuing thereafter during the term of this Agreement, the Buyer shall be responsible for paying all ad valorem taxes assessed against the Property, except the Excluded Property. In addition, if Buyer excludes the Taxing District Parcel (as defined below) and/or any environmentally contaminated land from this Agreement as provided elsewhere herein, the Buyer shall not be required to pay ad valorem taxes on such excluded lands and the Seller shall promptly reimburse Buyer for all taxes paid prior to Buyer's election to exclude such lands from this Agreement. Seller and Buyer shall endeavor to maintain an agricultural or "green belt" exemption on all portions of the monthly Operating Expense ChargeProperty not in active development. Either party may, Lessee shall payat its expense, during challenge the Term assessment or the denial of this Lease, all real estate taxes attributable to the Premises. The phrase “real estate taxes attributable to the Premises” as used in this paragraph shall mean, an amount equal to the real estate taxes, any assessments and any governmental charges levied upon or exemption with respect to any portion of the Premises Property by initiating administrative or judicial proceedings. The parties agree to cooperate with any such challenge and to join in the building located upon execution of all petitions and other instruments needed in connection with a challenge. The Seller represents that the PremisesProperty is presently leased for cattle grazing pursuant to the Lease Agreements attached hereto as composite Exhibit "G" (collectively the "Leases"). Lessee The Buyer shall be liable for entitled to all taxes levied upon the personal property and trade fixtures placed by Lessee in or about the Premises. If any taxes attributable rental income received pursuant to the personal property Leases (or any subsequent leases) from cattle grazing and trade fixtures placed by Lessee other agricultural uses of the Property during the period in or about the Premises shall be levied against Lessor or Lessor’s property, which Buyer is responsible for paying and if Lessor pays the samead valorem taxes. Upon expiration or termination of the Leases, or the Seller shall execute such other agricultural leases of the Property as Buyer may from time to time negotiate, provided, however, that if the assessed value of Lessor’s land is increased by Buyer fails to timely negotiate agricultural leases thereby placing the inclusion thereof"greenbelt" or agricultural exemption in jeopardy, and if Lessor pays then the taxes based upon such increased assessment, Lessee upon demand Seller shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest enter into agricultural leases. Without the amount or validitySeller's prior written consent, any new agricultural lease negotiated by the Buyer shall be on a year-to-year basis or, alternatively, shall be terminable by the Seller in whole or in part, the event of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after paying such tax or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon a termination of this Agreement. Notwithstanding the foregoing, the Buyer's obligation to pay ad valorem taxes on the Property owned by the Seller shall terminate if the Seller takes any proceedingsaction which causes the Property owned by Seller to become ineligible for a "greenbelt" or agricultural exemption. The Buyer shall not impair access to Seller and agricultural tenants via existing unimproved dirt roads or trails to all lands not in active development which are available for agricultural use or future development. The Seller may, Lessee will pay at its expense, construct additional unimproved dirt roads or trails to lands not in active development, provided the amount foregoing does not impair the Buyer's development of the tax or part of Property pursuant to the tax Master Plan and the Phasing Schedule, as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties or other related liabilities. Lessor will not be required amended from time to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedings, Lessor shall not be subjected to any liability for the payment of any costs or expenses in connection with any such contest or proceeding. Further, Lessee shall indemnify Lessor against and save Lessor harmless from any and all such costs and expensestime.

Property Taxes. 6.01 As part of the monthly Operating Expense Charge, Lessee Tenant shall pay, prior to delinquency, all real property taxes, general and special assessments and other charges of every description levied on or assessed against the Premises, or the pro rata portion thereof attributable to the Term, which accrue during the Term of this LeaseLease (the "PROPERTY TAXES"); PROVIDED, all real estate taxes attributable that the term "Property Taxes" shall not be deemed to the Premises. The phrase “real estate taxes attributable include, and Tenant shall not be obligated to the Premises” as used in this paragraph shall mean, an amount equal to the real estate taxespay, any assessments and any governmental charges levied income taxes or franchise taxes imposed upon Landlord or with its income or receipts. With respect to any Property Taxes that may be paid in installments, only the Premises and amount of installments which become due during the building located upon the Premises. Lessee Term hereof shall be liable included in the term "Property Taxes" for all taxes levied upon the personal property and trade fixtures placed by Lessee in or about purposes hereof. Notwithstanding the Premises. If any taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises foregoing provisions of this Section, Tenant shall be levied against Lessor or Lessor’s property, and if Lessor pays the same, or if the assessed value of Lessor’s land is increased by the inclusion thereof, and if Lessor pays the taxes based upon such increased assessment, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest the amount or validity, in whole or in part, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted such taxes in good faith by Lesseeappropriate proceedings conducted diligently by Tenant, only after paying such tax provided that (1) Tenant maintains appropriate reserves or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon termination of any proceedings, Lessee will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties posts an appropriate bond or other related liabilities. Lessor will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedings, Lessor shall not be subjected to any liability security for the payment of such taxes during the period of such contest, (2) Tenant pays any amounts owed by Tenant in respect of such taxes promptly after such contest is finally concluded by non-appealable judgment and (3) the Premises is not placed in imminent danger of being seized or forfeited. Tenant shall be responsible for all costs or and expenses in connection associated with any such contest or proceeding. Further, Lessee shall indemnify Lessor against and save Lessor harmless from any and all interest and penalties imposed as a result of the delay in payment of the Property Taxes associated with such costs contest. Tenant shall not pay any Property Taxes required hereunder directly, but shall instead use all reasonable efforts to arrange with each taxing governmental authority to send all invoices for such Property Texas to Cornell Escrow Agent for payment. If such arrangements are not possible, Tenant shall forward any Property Tax statements to Cornell Escrow Agent within 10 Business Days of receipt; provided that if Tenant contests such taxes in good faith, it shall deliver an Officer's Certificate, together with such Property Tax statement if received directly by Tenant, to Cornell Escrow Agent certifying that (1) Tenant is contesting such taxes in good faith and expenses(2) upon the conclusion of such contest by non-appealable judgment, Tenant will promptly notify Cornell Escrow Agent of the final amount of Property Tax to be paid by Cornell Escrow Agent.

Property Taxes. 6.01 As part During the Term, Tenant shall pay directly to the appropriate taxing authority all real property taxes and assessments, impositions, levies, charges, and other sums, whether or not existing or hereafter arising, levied, assessed, or charged by any governmental authority or other taxing authority against the Buildings or the Real Property, of any and all type and kind (“Taxes”), including but not limited to, taxes for all improvements constructed on the Real Property, water charges and sewer charges, before the same shall become delinquent. All such tax payments for the last year of the monthly Operating Expense Charge, Lessee Term of this Lease shall pay, during be prorated between Landlord and Tenant so that Tenant shall be responsible for that portion of the Taxes which is attributable to the Term of this Lease, all real estate taxes attributable . Tenant’s tax obligation shall commence on the Commencement Date. Any Taxes which Tenant is required to the Premises. The phrase “real estate taxes attributable to the Premises” as used in this paragraph shall mean, an amount equal to the real estate taxes, any assessments and any governmental charges levied upon or with respect to the Premises and the building located upon the Premises. Lessee pay shall be liable for all taxes levied upon paid by it no later than the personal property and trade fixtures placed by Lessee in or about the Premisesdate on which such Taxes are due. If Tenant fails to pay any taxes attributable Taxes which it is required to pay within the personal property time period provided above, Landlord may, at its option, pay said Taxes, together with any and trade fixtures placed by Lessee all penalties and said amount shall become immediately due and payable as Additional Rent. In the event Tenant shall desire to contest in or about the Premises good faith any Taxes which Tenant is obligated to pay hereunder, Tenant shall be levied against Lessor or Lessor’s property, and if Lessor pays the same, or if the assessed value of Lessor’s land is increased by the inclusion thereof, and if Lessor pays the taxes based upon such increased assessment, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right right, at its own cost and expense, to contest the amount or validity, in whole or in part, legality of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lesseesuch Taxes and/or make application for the reduction thereof, only after paying or any assessment upon which the same may be based. If Tenant shall contest such tax Taxes, or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon termination of any proceedingsother imposition, Lessee will Tenant shall pay the amount contested Taxes prior to initiating an application or appeal and otherwise comply with all legal requirements of the tax or part of the tax as finally determinedapplicable taxing authority, the payment of which may have been deferred during the prosecution of the proceedings, together with and shall indemnify Landlord from and against any costs, and all attorney’s fees, interestappraisal fees and other fees, penalties or other related liabilities. Lessor will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedingscharges, Lessor shall not be subjected to any liability for the payment of any costs or and/or expenses incurred in connection with any such proceedings. Landlord may participate in any such action prosecuted by Tenant. In the event that Tenant requires Landlord’s cooperation in connection with any contest of Taxes, Landlord shall reasonably cooperate in connection therewith, but without any expense to Landlord. Tenant shall be entitled to any refund of any tax (and penalties or proceeding. Furtherinterests thereon) refunded by the levying authority pursuant to any such proceeding or contest, Lessee shall indemnify Lessor against and save Lessor harmless from any and all to the extent such costs and expensesrefund relates to Real Property Taxes actually paid by Tenant or payable by Tenant during the Term.

Property Taxes. 6.01 As part Borrower shall pay to Lender (a) $290,000.00 on the date hereof on account of Real Estate Taxes, and (b) on each Payment Date, one-twelfth (1/12) of the monthly Operating Expense Charge, Lessee shall pay, Real Estate Taxes that Lender estimates will be payable during the Term next twelve (12) months (initially $72,000.00 per month) in order to accumulate with Lender sufficient funds to pay all such Real Estate Taxes at least thirty (30) days prior to their respective due dates. Such amounts will be transferred by Lender to a Subaccount (the “Tax Subaccount”). Provided that no Event of this Default has occurred and is continuing, Lender will (i) apply funds in the Tax Subaccount to payments of Real Estate Taxes required to be made by Borrower pursuant to Section 5.2 hereof, provided that Borrower has promptly supplied Lender with notices of all Real Estate Taxes due, or (ii) if Borrower or Overstock, pursuant to the Overstock Lease, all real estate taxes attributable has paid such Real Estate Taxes, reimburse Borrower for such amounts upon presentation of evidence of payment; subject, however, to the Premises. The phrase “real estate taxes attributable to the Premises” as used in this paragraph shall mean, an amount equal to the real estate taxes, any assessments and any governmental charges levied upon or with respect to the Premises and the building located upon the Premises. Lessee shall be liable for all taxes levied upon the personal property and trade fixtures placed by Lessee in or about the Premises. If any taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises shall be levied against Lessor or LessorBorrower’s property, and if Lessor pays the same, or if the assessed value of Lessor’s land is increased by the inclusion thereof, and if Lessor pays the taxes based upon such increased assessment, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest Real Estate Taxes in accordance with Section 5.2 hereof. Lender will, if Lender pays such Real Estate Taxes, endeavor to provide Borrower with proof of payment of such Real Estate Taxes. In making any payment relating to Real Estate Taxes, Lender may do so according to any xxxx, statement or estimate procured from the amount appropriate public office, without inquiry into the accuracy of such xxxx, statement or validityestimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If Lender determines in whole its reasonable judgment that the funds in the Tax Subaccount will be insufficient to pay (or in partexcess of) the Real Estate Taxes next coming due, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after paying such tax Lender may increase (or posting security that Lessor reasonably requires in order to protect decrease) the Premises against loss or forfeiture. Upon termination of any proceedings, Lessee will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties or other related liabilities. Lessor will not be monthly contribution required to join in any contest or proceedings unless be made by Borrower to the provisions of any law or regulations then in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedings, Lessor shall not be subjected to any liability for the payment of any costs or expenses in connection with any such contest or proceeding. Further, Lessee shall indemnify Lessor against and save Lessor harmless from any and all such costs and expensesTax Subaccount.

Property Taxes. 6.01 As part of the monthly Operating Expense ChargeSubject to Article 10 relating to permitted contests, Lessee shall will pay, during or cause to be paid, all real and personal property taxes and assessments levied or assessed against the Leased Properties and applicable to the periods of time within the Term of this LeaseLease (collectively "Taxes") before any fine, all real estate taxes attributable penalty, interest or cost may be added for non-payment, such payments to be made directly to the Premisestaxing authorities where feasible or required, and will promptly, upon request, furnish to Lessor copies of receipts or other satisfactory proof evidencing such payments. The phrase “real estate taxes attributable If any such Taxes may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Taxes), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Taxes) in installments and in such event, shall pay such installments during the Term hereof as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessee may, at Lessee's sole cost and expense, protest, appeal or institute such other proceedings as Lessee may deem appropriate to effect a reduction of Taxes and Lessor, at Lessee's expense as aforesaid, shall cooperate with Lessee in such protest, appeal or other action. Lessee shall reimburse Lessor for Lessor's direct costs of cooperating with Lessor in such protest, appeal or other action. If Lessee elects not to contest Taxes, Lessor shall have the right to do so in its own name and at its sole cost and expense. If any refund shall be due from any taxing authority in respect of any Taxes paid by Lessee, the same shall be paid over to or retained by Lessee. In case any person or entity to whom any sum is directly payable by the Lessee under any of the provisions of this Lease shall refuse to accept payment of such sum from the Lessee, the Lessee shall thereupon give written notice of such fact to the Premises” as used in Lessor and shall pay such sum directly to Lessor, and Lessor shall thereupon pay such sum to such person or entity. To the extent Lessee so pays any taxes to Lessor, Lessee shall be relieved of its obligation under this paragraph shall mean, an amount equal Lease to pay such Taxes to the real estate taxesapplicable taxing authority to which such Taxes would otherwise be due and to the extent Lessee pays any Taxes due to the applicable taxing authority, any assessments Lessee shall be relieved of its obligation under this lease to pay such item as an Additional Charge under this Lease. Lessor and any governmental charges levied Lessee shall, upon or request of the other, provide such data and information as is maintained by the party to whom the request is made with respect to the Premises Leased Properties as may be necessary to prepare any required returns and the building located upon the Premises. Lessee shall be liable for all taxes levied upon the personal property and trade fixtures placed by Lessee in or about the Premises. If any taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises shall be levied against Lessor or Lessor’s property, and if Lessor pays the same, or if the assessed value of Lessor’s land is increased by the inclusion thereof, and if Lessor pays the taxes based upon such increased assessment, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest the amount or validity, in whole or in part, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after paying such tax or posting security that Lessor reasonably requires in order to protect the Premises against loss or forfeiture. Upon termination of any proceedings, Lessee will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together reports with any costs, fees, interest, penalties or other related liabilities. Lessor will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the Lessor participate in such proceedings. In the event Lessor does join in the proceedings, Lessor shall not be subjected to any liability for the payment of any costs or expenses in connection with any such contest or proceeding. Further, Lessee shall indemnify Lessor against and save Lessor harmless from any and all such costs and expensestaxing authorities.

Property Taxes. 6.01 As part of the monthly Operating Expense Charge, Lessee shall pay, during the Term of this Lease, all All personal and real estate taxes (“Taxes”) lawfully assessed against or levied upon the Premises or Tenant’s FFE by any lawful taxing authority during the Lease Term (including any penalties and interest thereon) shall be paid by Tenant when due and before becoming delinquent, except that Tenant may, at its option, contest any such assessment (in its own or in Landlord’s name) or levy which Tenant believes to have been unlawfully or unfairly made; provided, however, that (a) Tenant shall indemnify and hold harmless Landlord from any loss or damage resulting from any such contest, and (b) Landlord agrees to provide Tenant with all reasonable assistance in such contest, including joining in and signing pleadings. Any reduction of Taxes obtained shall be paid or attributable to Tenant. In any instance in which the Premises. The phrase “real estate taxes attributable to the Premises” as used in this paragraph shall meanLease Term includes only a portion of a tax year, an amount equal to the real estate taxes, any assessments and any governmental charges levied upon or with respect to the Premises and the building located upon the Premises. Lessee Landlord shall be liable for all taxes levied upon the personal property and trade fixtures placed by Lessee in or about the Premises. If that part of any taxes Taxes attributable to the personal property and trade fixtures placed by Lessee in or about the Premises shall be levied against Lessor or Lessor’s property, and if Lessor pays the same, or if the assessed value portion of Lessor’s land is increased by the inclusion thereof, and if Lessor pays the taxes based upon such increased assessment, Lessee upon demand shall repay to Lessor the taxes so paid by Lessor. Lessee will have the right to contest the amount or validity, in whole or in part, of any tax on Lessee’s personal property and trade fixtures by appropriate proceedings diligently conducted in good faith by Lessee, only after paying such tax or posting security that Lessor reasonably requires year which is not included in order the Lease Term. Landlord may, at its sole discretion, cause tax statements and notices from the various taxing authorities to protect the Premises against loss or forfeiturebe sent directly to Tenant. Upon termination Tenant shall furnish to Landlord annual proof of any proceedings, Lessee will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedingssuch taxes, together with any costs, fees, interest, penalties or other related liabilities. Lessor will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the Lessor participate in such proceedingsif requested by Landlord. In the event Lessor does join in the proceedingsTenant fails to pay such Taxes, Lessor Landlord may, but shall not be subjected to any liability required to, pay the same for the payment Tenant’s account, and any amounts paid by Landlord therefore shall be deemed additional rent payable by Tenant upon demand by Landlord. Taxes, as that term is used herein, shall include, among other things, all assessments for betterments and improvements that are levied or assessed by any lawful authority on the Premises, including, but not limited to, the widening of exterior roads, the installation of or hookup to sewer lines, sanitary and storm drainage systems and other utility lines and installations. Landlord shall take the maximum benefit of any costs law allowing assessments to be paid in installments. Taxes for any tax year shall mean such amounts as shall be finally determined to be taxes payable during such tax year less any abatements, refunds or expenses in connection with any such contest or proceeding. Further, Lessee shall indemnify Lessor against and save Lessor harmless from any and all such costs and expensesrebates made thereof.