Common use of Real Estate Taxes Clause in Contracts

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due pay directly to the applicable taxing authority one hundred percent Landlord: (100%i) Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, respectively, of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termcharges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, which are, at any time during the Term hereof, imposed or levied upon or assessed against the Premises, the Building, the Lot or the Complex, and (ii) the full amount of every character and any kind and nature whatsoever tax or assessment imposed or levied upon or against (A) any Fixed Rent, Additional Rent or other sum payable hereunder, (B) this Lease, or the leasehold estate hereby created, or which arise in respect of the operation, possession or use of the Premises; (C) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any Fixed Rent, Additional Rent or other sum payable hereunder; and (D) all sales, value added, use and similar taxes at any time levied, assessed or payable on account of the acquisition, leasing or use of the Premises (and Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, respectively, of any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building Lot or the Complex) which may become a lien on the Building, the Lot, the Premises or the Complex (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, wholly included in the Term, all such payments shall be made by Tenant not more than twenty (20) days after receipt of an invoice therefor. For any fraction of a tax or assessment period, or installment period thereof, included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, within twenty 20 days after receipt of an invoice therefor, Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, as applicable, of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. Subject to Tenant's payment to Landlord of taxes and assessments as and when required by this Section 4.2.1, Landlord agrees to pay such tax and assessments to the proper authorities prior to delinquency and to provide Tenant with evidence of such payment upon request therefor. Anything herein to the contrary notwithstanding, if and to the extent that the Lot is not a separately assessed parcel, Landlord shall make reasonable allocation of any taxes and assessments between the Lot and the Building and the Complex of which the Lot is a part. Tenant may apply for any abatement of, or otherwise contest, any tax or assessment, provided that the expenses of such proceedings, including, without limitation, any Building and/or Propertypenalties, interest, late fees or charges, and attorneys' fees incurred as a result thereof, shall be paid by Tenant. Landlord and Tenant shall discuss and may mutually agree upon any other tax initiatives available for the Lot or Building. Nothing contained in this Lease shall, however, require Tenant to pay any income taxes, excess profits taxes, excise taxes, franchise taxes, or any taxes or assessments with respect to the Garage and other buildings leased or available for lease (and the parcels of land upon which such buildings are situated), other than the Building, the Lot and any building or portion of a building in the Complex which is not designed and available for lease to third parties (and the parcel(s) and/or of land on which the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof same may be assessed or imposed on or in respect of or be a lien upon (ilocated) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the PremisesComplex ("Excluded Taxes"), together with any interest estate, succession, inheritance or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; transfer taxes, provided, however, failure furnish such proof shall not be an Event that if at any time during the Term the present system of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days ad valorem taxation of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes real property shall be absolutely fixed upon changed so that in lieu of the date such Real Estate Taxes become a lien upon the Premises whole or any part thereofof the ad valorem tax on real property, subject to Section 7.C. Tenant there shall also be responsible for all Real Estate Taxes which, assessed on Landlord a capital levy or other tax on the Commencement Dategross rents received with respect to the Building, are the Lot, or the Complex or all of them, or a lien federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon the Premises or gross rents, then any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt and all of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interestassessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent customary so measured or based ("Substitute Taxes"), Tenant's Proportionate Fraction for Building and appropriate in the applicable jurisdiction) conducted in good faith and with due diligenceTenant's Proportionate Fraction for Complex, the legality or amount respectively, of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Substitute Taxes shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the Premises aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that would be payable if the Building and Lot and buildings not available for lease (and the parcel(s) of land on which the same may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to located) were the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes only property of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant and (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, only that portion of the Premises or the Property or Landlord’s interest Substitute Taxes in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination excess of the Term hereofExcluded Taxes shall be payable by Tenant. Landlord shall furnish to Tenant a copy of any notice of any public, special or betterment assessment received by Landlord concerning the Building and Lot.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, other than those specifically excluded in Section 7.F., below, including ad valorem, valorem tax increases and re-assessments; sales, use, rent or similar taxes, including tax increases and re-assessmentstaxes imposed upon the Rent or other payments due under this Lease; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levieslevies imposed upon the Rent or other payments due under this Lease; fees, including license, permit, inspection, authorization and similar fees; and and, all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) the Property and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, or (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, right of protesting, contesting, objecting to or opposing, formally or informally, at Tenant’s sole cost and expense, by appropriate administrative and legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable actual out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunderhereunder other than Real Estate Taxes. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes and commercial activity tax (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 77.A hereof, in no event will Tenant be required to pay any taxes of Landlord that are (i) federal imposed on or state income taxes of Landlordmeasured by net income, providednet profits, howevernet worth or capital stock (however denominated, for the avoidance of doubtincluding any minimum tax), Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; , (iii) branch profits taxes, (iv) gross receipts taxes or (v) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this LeaseLease (other than transfer or recordation taxes imposed in connection with the transfer of the Premises or the Property to Landlord, or (iv) Taxes attributable solely the leaseback of the Premises or the Property from Landlord to any period after Tenant, or the expiration or earlier termination of this Lease pursuant to the Term hereofexpress provisions of the Purchase Agreement and the Lease); provided, however that taxes in the nature of rental or property taxes shall not be excluded. In the event that Tenant is required by Law to withhold any amount payable to Landlord under this Lease in respect of a tax excluded under this Section 7.F, the amount so withheld shall be treated for all purposes of this Lease as having been paid to Landlord.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due pay directly to the applicable taxing authority one hundred percent Landlord: (100%i) Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, respectively, of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termcharges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (includingwhich are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed against the Premises, the Building, the Lot or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance theretoComplex, and (ii) the full amount of any tax or assessment imposed or levied upon or against (A) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiB) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy possession or use of the Premises Premises; (C) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any part thereofFixed Rent, Additional Rent or other sum payable hereunder; and (ivD) any occupancyall sales, operationvalue added, use and similar taxes at any time levied, assessed or possession ofpayable on account of the acquisition, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises (and Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, respectively, of any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building, Lot or the Property Complex) which may become a lien on the Building, the Lot, the Premises or the Complex (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, wholly included in the Term, all such payments shall be made by Tenant not more than twenty (20) days after receipt of an invoice therefor. For any fraction of a tax or assessment period, or installment period thereof, included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, within twenty 20 days after receipt of an invoice therefor, Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, as applicable, of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. Subject to Tenant's payment to Landlord of taxes and assessments as and when required by this Section 4.2.1, Landlord agrees to pay such tax and assessments to the proper authorities prior to delinquency and to provide Tenant with evidence of such payment upon request therefor. Anything herein to the contrary notwithstanding, (i) until the Lot is a separately assessed parcel, Landlord shall make a reasonable allocation of any taxes and assessments between the Lot and the Building and the Complex of which the Lot is a part, (ii) taxes and assessments for the Building and Lot shall not include any taxes and assessments for other portions of the Complex and (iii) taxes and assessments for the Complex shall not include taxes and assessments for the Building or Lot. Nothing contained in this Lease shall, however, require Tenant to pay any income taxes, excess profits taxes, excise taxes, franchise taxes, or any part thereoftaxes or assessments with respect to the Garage and other buildings leased or available for lease (and the parcels of land upon which such buildings are situated), other than the Building, the Lot and any building or (v) any document to which Tenant is portion of a party creating or transferring an interest or estate building in the PremisesComplex which is not designed and available for lease to third parties (and the parcel(s) of land on which the same may be located) in the Complex ("Excluded Taxes"), together with any interest estate, succession, inheritance or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; transfer taxes, provided, however, failure furnish such proof shall not be an Event that if at any time during the Term the present system of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days ad valorem taxation of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes real property shall be absolutely fixed upon changed so that in lieu of the date such Real Estate Taxes become a lien upon the Premises whole or any part thereofof the ad valorem tax on real property, subject to Section 7.C. Tenant there shall also be responsible for all Real Estate Taxes which, assessed on Landlord a capital levy or other tax on the Commencement Dategross rents received with respect to the Building, are the Lot, or the Complex or all of them, or a lien federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon the Premises or gross rents, then any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt and all of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interestassessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent customary so measured or based ("Substitute Taxes"), Tenant's Proportionate Fraction for Building and appropriate in the applicable jurisdiction) conducted in good faith and with due diligenceTenant's Proportionate Fraction for Complex, the legality or amount respectively, of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Substitute Taxes shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the Premises aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that would be payable if the Building and Lot and buildings not available for lease (and the parcel(s) of land on which the same may be necessary located) were the only property of Landlord, and (ii) only that portion of the Substitute Taxes in excess of the Excluded Taxes shall be payable by Tenant. Landlord shall furnish to prepare Tenant a copy of any required notice of any public, special or betterment assessment received by Landlord concerning the Building and Lot. In the event that Tenant requests that Landlord apply for any abatement of, or otherwise contest, any tax returns or assessment, Landlord shall file such abatement or otherwise contest such tax or assessment and reports required by a governmental authority. F. Notwithstanding anything shall diligently pursue the same to the contrary in this Section 7completion, in no event will Tenant be required to pay any provided that (i) federal or state income taxes Landlord receives notice of Landlordsuch request from Tenant be made under applicable law, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant and (ii) franchise the expenses of such proceedings, including, without limitation, any penalties, interest, late fees or charges, and excise taxes; (iii) transfer taxes or any taxes imposed with respect to attorneys' fees incurred as a result thereof, shall be included in the sale, exchange or other disposition by Landlord, in whole or in part, Annual Maintenance Charge of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereofthen current fiscal year.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. (a) During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxestaxes attributable to the Premises, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrancesall Encumbrances (excepting Landlord’s obligations to pay debt service to any Landlord Mortgagee under any Landlord Mortgage and further excepting any other Encumbrances created by Landlord unless required by Law or approved by Tenant, such approval not to be unreasonably withheld, conditioned or delayed); water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and ​ other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes, as well as any taxes attributable to Landlord’s business license(s). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. 8(c). Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof.. ​ B. (b) If Landlord receives a ▇▇▇▇ bill for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ bill for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇bill. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ bill prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant ▇▇▇▇▇▇ has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis.. ​ C. (c) Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant▇▇▇▇▇▇’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 16 shall be maintained; (viv) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord▇▇▇▇▇▇▇▇; and (viv) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, and (vi) Tenant shall fund without reimbursement from Landlord any bond, deposit or comply such other security required by a taxing authority, or reasonably required by Landlord or Landlord Mortgagee, in connection with the applicable requirement of lawany protest or contest contemplated by this Section 8. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable actual out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant▇▇▇▇▇▇, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C 8(c) shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant.▇▇▇▇▇▇. ​ ​ D. (d) Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, Parties against any and all fees or taxes, including, but not limited to, Real Estate Taxes and any fees or taxes directly attributable to the Premises during the Term that are not expressly excluded from the definition of “Real Estate Taxes” under Section 8(a) (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises during the Term, and/or Tenant’s use of the Premises.. ​ E. (e) Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything , subject to the contrary confidentiality provision set forth in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.46. ​

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, Term and including assessments under EncumbrancesEncumbrances (other than under Encumbrances created by Landlord in violation of the terms hereof or any Landlord Mortgage); and water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”); provided, however, Real Estate Taxes shall not include excess profit taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal, state and local income taxes, capital levy and other taxes to the extent applicable to Landlord’s general or net income, transfer taxes or any tax that does not relate to the Premises that is, or may be, imposed upon Landlord or the Premises, or any revenues derived therefrom, as well as any late charges, interest or penalties. Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof ​ ​ evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. 8(c). Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. . If Landlord receives a ▇▇▇▇ bill for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ bill for each installment of Real Estate Taxes to Tenant promptly upon Landlord▇▇▇▇▇▇▇▇’s receipt of such ▇▇▇▇bill. Tenant shall pay the Real Estate Taxes set forth on such bill prior to the date on which such Real Estate Taxes become delinquent. Upon request by ▇▇▇▇ prior to when due. ▇▇▇▇▇, Tenant shall promptly provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the expiration or termination of this Lease any Real Estate Taxes which Tenant ▇▇▇▇▇▇ has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. . Tenant shall have the right, before delinquency occurs, sole right of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any due and unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for paymentpayment if required by Law to maintain such contest; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (viiv) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, and (v) Tenant shall fund without reimbursement from Landlord any bond, deposit or comply such other security required by a taxing ​ ​ authority in connection with the applicable requirement of lawany protest or contest contemplated by this Section 8. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable actual out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant▇▇▇▇▇▇, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C 8(c) shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant▇▇▇▇▇▇. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly paypay to Landlord ▇▇▇▇▇▇'s Pro Rata Share of the Real Estate Taxes for the Property, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent plus 100% of : (100%i) of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termcharges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (includingwhich are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, to or during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against (iA) the Premises or any part thereof or any appurtenance theretoPremises, (iiB) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiC) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy possession or use of the Premises Premises; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any part thereofFixed Rent, Additional Rent or other sum payable hereunder; (iviii) any occupancyall sales, operationvalue added, use and similar taxes at any time levied, assessed or possession ofpayable on account of the acquisition, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises; and (iv) all charges for utilities furnished to the Premises which may become a lien on the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). If any tax or assessment levied against the Property Premises may legally be paid in installments, Landlord shall elect to pay such tax or any part assessment in installments. For each tax or assessment period, or installment period thereof, or (v) any document wholly included in the Term, all such payments shall be made by Tenant not less than ten business days prior to the last date on which Tenant is a party creating or transferring an the same may be paid without interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder penalty so long as Tenant provides Landlord with the same within two (2) Business Days has received 15 days prior notice of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become due dates; provided that for any fraction of a lien upon the Premises tax or any part assessment period, or installment period thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes whichincluded in the Term at the beginning or end thereof, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay to Landlord, within 15 days after receipt of invoice therefor, the Real Estate Taxes set forth on fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such ▇▇▇▇ prior included period. Either party paying any tax or assessment shall be entitled to when duerecover, receive and retain for its own benefit all abatements and refunds related thereto, unless it has previously been reimbursed by the other party. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in Any abatement or refund related to a tax or assessment the payment of any Real Estate Taxes, Landlord shall have which was apportioned between the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord parties shall be paid by Tenant first applied to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installmentscosts of securing such abatement or refund, if payment may be so made without penalty, fine, premium or interest, except that on and the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments balance shall be apportioned between Landlord and allocated to Tenant based on their Pro Rata share. Neither party shall discontinue any abatement proceedings begun by it without first giving the time remaining other party notice of its intent so to do and reasonable opportunity to be substituted in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting Notwithstanding any other provision of this LeaseLease to the contrary, Tenant neither party paying any tax or assessment shall indemnifymake such payment in such an amount, defendin such a manner, protect and save harmless Landlord and all Landlord Indemnified Parties and or at such a time as would prejudice any abatement proceeding unless failure to make such payment would jeopardize either party's interest in the Premises from and against in which case payment shall be made so that such interest is not so jeopardized. Nothing contained in this Lease shall, however, require Tenant to pay any and all liabilityfranchise, costscorporate, feesestate, damagesinheritance, expenses, penalties, fines and charges succession capital levy or transfer tax of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof income, profits or revenue tax or charge upon the rent payable by Tenant under this Lease (other than any tax referred to in connection with clause (ii) above) unless such tax is imposed, levied or assessed in substitution for any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims tax or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of assessment which Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated pursuant to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereofSection 4.2.1.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxesTaxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereoftaxes; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, Real Estate Taxes shall not include income, franchise, capital stock, estate and inheritance, or other similar taxes payable by Landlord, provided that Tenant shall be responsible, at its sole cost and expense, for the payment of any business license fees charged in connection with this Lease or Tenant’s operations upon the Premises (“Business License Fees”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. 8.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ bill for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ bill for each installment of Real Estate Taxes to Tenant promptly upon Landlord▇▇▇▇▇▇▇▇’s receipt of such ▇▇▇▇bill. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ bill prior to when due. Upon Landlord’s written request, Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which ​ event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant ▇▇▇▇▇▇ has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. Notwithstanding anything to the contrary contained in this Lease, under no circumstances shall any federal, state or municipal income taxes, gross revenue taxes, franchise taxes, capital stock taxes, estate or inheritance taxes, margin taxes, capital gains taxes or similar taxes due from or assessed against Landlord with respect to the Property be considered Real Estate Taxes, provided that Tenant shall be responsible, at its sole cost and expense, for the payment of any Business License Fees. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant▇▇▇▇▇▇’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 16 shall be maintained; (viv) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord▇▇▇▇▇▇▇▇; and (viv) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, and (vi) Tenant shall fund without reimbursement from Landlord any bond, deposit or comply such other security required by a taxing authority, Landlord Mortgagee, or other party in connection with the applicable requirement of lawany protest or contest contemplated by this Section 8. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable actual out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant▇▇▇▇▇▇, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C 8.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant.▇▇▇▇▇▇. ​ D. Tenant ▇. ▇▇▇▇▇▇ will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes and any fees or taxes directly attributable to the Premises on a site level basis (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord ▇. ▇▇▇▇▇▇▇▇ and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due pay directly to the applicable taxing authority one hundred percent Landlord: (100%i) of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termcharges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, foreseen and unforeseen (and Tenant's Proportionate Fraction of any such taxes, assessments, levies, fees and charges if they are assessed against the entire Building or foreseen or unforeseenLot), of every character and any kind and nature whatsoever in respect of the Premises (includingwhich are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, to or during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against (iA) the Premises or any part thereof the Building or any appurtenance theretothe Lot, (iiB) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiC) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property Building or the Lot; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any part Fixed Rent, Additional Rent or other sum payable hereunder, (iii) all sales, value added, use and similar taxes at any time levied, assessed or payable on account of the acquisition, leasing or use of the Premises (and Tenant's Proportionate Fraction of any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building or Lot); and (iv) all charges for utilities furnished to the Premises (and Tenant's Proportionate Fraction of all charges for utilities furnished to the entire Building or Lot) which may become a lien on the Building or the Lot or the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, wholly included in the Term, all such payments shall be made by Tenant not less than five (5) days prior to the last date on which the same may be paid without interest or (v) penalty. For any document fraction of a tax or assessment period, or installment period thereof, included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, within 20 days after receipt of invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. Anything herein to the contrary notwithstanding, if and to the extent that the Lot is not a separately assessed parcel, Landlord shall make a fair and reasonable allocation of any taxes and assessments between the Lot and the remaining parcel of land of which the Lot is a party creating part. In the event that Tenant requests that Landlord apply for any abatement of, or transferring an interest otherwise contest, any tax or estate assessment, Landlord shall file such abatement or otherwise contest such tax or assessment and shall diligently pursue the same to completion, provided that (i) Landlord receives notice of such request from Tenant be made under applicable law, and (ii) the expenses of such proceedings, including, without limitation, any penalties, interest, late fees or charges, and attorneys' fees incurred as a result thereof, shall be included in the PremisesAnnual Maintenance Charge of the then current fiscal year. Nothing contained in this Lease shall, together with however, require Tenant to pay any interest income taxes, excess profits taxes, excise taxes, franchise taxes ("Excluded Taxes"), estate, succession, inheritance or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; transfer taxes, provided, however, failure furnish such proof shall not be an Event that if at any time during the Term the present system of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days ad valorem taxation of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes real property shall be absolutely fixed upon changed so that in lieu of the date such Real Estate Taxes become a lien upon the Premises whole or any part thereofof the ad valorem tax on real property, subject to Section 7.C. Tenant there shall also be responsible for all Real Estate Taxes which, assessed on Landlord a capital levy or other tax on the Commencement Dategross rents received with respect to the Building or the Lot, are or all of them, or a lien federal, stale, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, whole or in part, upon the Premises or gross rests, then any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt and all of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interestassessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligenceso measured or based ("Substitute Taxes"), the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the Premises as may aforesaid Substitute Taxes shall be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything limited to the contrary in this Section 7, in no event will Tenant amount thereof as computed at the rates that would be required to pay any (i) federal or state income taxes payable if the Premises were the only property of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant and (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, only that portion of the Premises or the Property or Landlord’s interest Substitute Taxes in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination excess of the Term hereofExcluded Taxes shall, be payable by Tenant. Landlord shall furnish to Tenant a copy of any notice of any public, special or betterment assessment received by Landlord concerning the Premises.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, other than those specifically excluded in Section 7.F, including ad valorem, sales, use, rent rent, commercial activity, and similar taxes imposed upon the Rent or similar taxesother payments due under this Lease, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereoftaxes; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levieslevies imposed upon the Rent or other payments due under this Lease; fees, including license, permit, inspection, authorization and similar fees; and and, all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or the Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes due and payable during under this Lease during the Term shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ bill for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ bill for each installment of Real Estate Taxes to Tenant promptly upon Landlord▇▇▇▇▇▇▇▇’s receipt of such ▇▇▇▇bill. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ bill prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant ▇▇▇▇▇▇ has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, right of protesting, contesting, objecting to or opposing, formally or informally, at Tenant’s sole cost and expense, by appropriate administrative and legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant▇▇▇▇▇▇’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord▇▇▇▇▇▇▇▇; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable actual out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant▇▇▇▇▇▇, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunderhereunder other than Real Estate Taxes. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, Landlord or the Premises (or any portion thereof thereof) in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant▇▇▇▇▇▇. D. Tenant ▇. ▇▇▇▇▇▇ will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes and any fees or taxes directly attributable to the Premises on a site level basis (“Taxes”) ), imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises, including, without limitation, reimbursing Landlord for any such Taxes that are paid directly by Landlord. E. Landlord ▇. ▇▇▇▇▇▇▇▇ and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 77.A through 7.C hereof, in no event will Tenant be required to pay any taxes of Landlord that are (i) federal imposed on or state income taxes of Landlordmeasured by net income, providednet profits, howevernet worth or capital stock (however denominated, for the avoidance of doubtincluding any minimum tax), Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; , (iii) branch profits taxes, (iv) gross receipts taxes (other than excise taxes on rental income), or (v) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this LeaseLease (other than transfer or recordation taxes imposed in connection with the transfer of the Premises or the Property to Landlord, or (iv) Taxes attributable solely the leaseback of the Premises or the Property from Landlord to any period after Tenant, or the expiration or earlier termination of this Lease pursuant to the Term hereofexpress provisions of the Purchase Agreement and the Lease); provided, however that taxes in the nature of rental or property taxes shall not be excluded. In the event that Tenant is required by Law to withhold any amount payable to Landlord under this Lease in respect of a tax excluded under this Section 7.F, the amount so withheld shall be treated for all purposes of this Lease as having been paid to Landlord.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause pay to be paid, on a cash basis when due to the applicable taxing authority one hundred percent Landlord within twenty (100%20) days after Landlord’s notice therefor: (i) Tenant’s Share of all taxes, including ad valoremassessments (special or otherwise), saleslevies, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termfees, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (includingwhich are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be hereof, payable, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against the Building and the Lot, and all taxes assessed against (i) the Premises or any part thereof or any appurtenance thereto, (iiA) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiB) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy possession or use of the Premises or any part thereofPremises; and (ii) all sales, (iv) any occupancy, operationvalue added, use and similar taxes at any time levied, assessed or possession of, or sales from or activity conducted payable on or in connection with the Premises or the Property or account of the leasing or use of the Premises (collectively “taxes and assessments” or if singular “tax or assessment”); provided that for any fraction of a tax or assessment period, or installment period thereof, included in the Property Term at the beginning or end thereof, Tenant shall pay to Landlord, within 10 days after receipt of invoice therefor, Tenant’s Share of the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. Nothing contained in this Lease shall, however, require Tenant to pay any franchise, corporate, estate, inheritance, succession capital levy or transfer tax of Landlord, or any part thereofincome, profits or revenue tax or charge upon the rent payable by Tenant under this Lease unless (a) such tax is imposed, levied or assessed in substitution for any other tax or assessment which Tenant is required to pay pursuant to this Section 4.2.l, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vib) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay at any time during the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision Term of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges method of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant taxation shall be paid over to changed such that in lieu of taxes now payable there shall be levied, assessed or retained by Tenant. D. Tenant will indemnify imposed on Landlord and/or any Landlord Indemnified Parties, a capital levy or other tax directly on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of rents received from the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained any tax or assessment measured by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlordbased, in whole or in part, upon such rents or measured in whole or in part by income from the Premises (if in computing such rents or income there is not allowable as a deduction for the taxable year substantially all of the depreciation or interest deductions allowed for federal income tax purposes for the taxable year), or upon the value of the Premises or any present or future improvement or improvements on the Property Premises, in which case all such taxes and assessments or the part thereof so measured or based (“Substitute Taxes”), shall be payable by Tenant, provided however, Tenant’s obligation with respect to the aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that would be payable if the Premises were the only property of Landlord, and, in any event, Tenant shall only pay Tenant’s interest in Share of any such Substitute Taxes assessed against the Building and the Lot. In no event shall Tenant be required to make any payment under this Section 4.2.1 which duplicates any other payment which Tenant is making under this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due directly to the applicable taxing authority one hundred percent Landlord ---- ------ ----- or for its benefit: (100%i) of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termcharges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (includingwhich are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, to or during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against (iA) the Premises or any part thereof or any appurtenance theretoPremises, (iiB) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiC) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy possession or use of the Premises Premises; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any part thereofFixed Rent, Additional Rent or other sum payable hereunder; (iviii) any occupancyall sales, operationvalue added, use and similar taxes at any time levied, assessed or possession ofpayable on account of the acquisition, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises; and (iv) all charges for utilities furnished to the Premises which may become a lien on the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or --------------------- ----------------- assessment period, or installment period thereof included in the Property Term, all such payments shall be made by Tenant not less than fifteen days prior to the last date on which the same may be paid without interest or penalty. For any part fraction of a tax or assessment period, or installment period thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate included in the PremisesTerm at the beginning or end thereof, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make pay to Landlord, within ten (10) days after receipt of invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; providedincluded period. Nothing contained in this Lease shall, however, failure furnish such proof shall not be an Event of Default hereunder so long as require Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises any income taxes, estate, succession or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of lawinheritance taxes. Landlord shall execute and deliver furnish to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges copy of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims public, special or assessments for Real Estate Taxes that may be asserted betterment assessment received by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of concerning the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due pay directly to the applicable taxing authority one hundred percent Landlord; (100%i) of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termcharges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, (and Tenant's Proportionate Fraction of every character any such taxes, assessments, levies, fees and any kind and nature whatsoever in respect of charges if they are assessed against the Premises (includingentire Building or Lot) which are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, to or during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against (iA) the Premises or any part thereof the Building or any appurtenance theretothe Lot, (iiB) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiC) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property Building or the Lot; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any part Fixed Rent, Additional Rent or other sum payable hereunder; (iii) all sales, value added, use and similar taxes at any time levied, assessed or payable on account of the acquisition, leasing or use of the Premises (and Tenant's Proportionate Fraction of any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building or Lot); and (iv) all charges for utilities furnished to the Premises (and Tenant's Proportionate Fraction of all charges for utilities furnished to the entire Building or Lot) which may become a lien on the Building or the Lot or the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, or wholly included in the Term, all such payments shall be made by Tenant not less than five (v5) any document days prior to the last date on which Tenant is a party creating or transferring an the same may be paid without interest or estate penalty. For any fraction of a tax or assessment period, or installment period thereof, included in the PremisesTerm at the beginning or end thereof, Tenant shall pay to Landlord, within 20 days after receipt of invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. In the event that Tenant, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). the other tenants in the Building, requests that Landlord apply for any abatement of, or otherwise contest, any tax or assessment, Landlord shall file such abatement or otherwise contest such tax or assessment and shall diligently pursue the same to completion, provided that (i) Landlord receives notice of such request from Tenant shall make such payments directly and all other tenants in the Building at least 30 days prior to the taxing authorities last day on which such abatement or contest may validly be made under applicable law, and (ii) the expenses of such proceedings, including, without limitation, any penalties, interest, late fees or charges, and attorneys' fees incurred as a result thereof, shall promptly furnish be included in the Annual Maintenance Charge of the then current fiscal year. Nothing contained in this Lease shall, however, require Tenant to Landlord copies of official receipts pay any income taxes, excess profits taxes, excise taxes, franchise taxes ("Excluded Taxes"), estate, succession, inheritance or other satisfactory proof evidencing such direct payments; transfer taxes, provided, however, failure furnish such proof shall not be an Event that if at any time during the Term the present system of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days ad valorem taxation of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes real property shall be absolutely fixed upon changed so that in lieu of the date such Real Estate Taxes become a lien upon the Premises whole or any part thereofof the ad valorem tax on real property, subject to Section 7.C. Tenant there shall also be responsible for all Real Estate Taxes which, assessed on Landlord a capital levy or other tax on the Commencement Dategross rents received with respect to the Building or the Lot, are or all of them, or a lien federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon the Premises or gross rents, then any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt and all of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interestassessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligenceso measured or based ("Substitute Taxes"), the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the Premises as may aforesaid Substitute Taxes shall be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything limited to the contrary in this Section 7, in no event will Tenant amount thereof as computed at the rates that would be required to pay any (i) federal or state income taxes payable if the Premises were the only property of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant and (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, only that portion of the Premises or the Property or Landlord’s interest Substitute Taxes in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination excess of the Term hereofExcluded Taxes shall be payable by Tenant. Landlord shall furnish to Tenant a copy of any notice of any public, special or betterment assessment received by Landlord concerning the Premises.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due directly to the applicable taxing authority one hundred percent charged with collection thereof: (100%i) of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termcharges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (includingwhich are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, to or during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against (iA) the Premises or any part thereof or any appurtenance theretoDemised Premises, (iiB) any Yearly Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiC) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy possession or use of the Premises Demised Premises; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any part thereofYearly Fixed Rent, Additional Rent or other sum payable hereunder; (iviii) any occupancyall sales, operationvalue added, use and similar taxes at any time levied, assessed or possession ofpayable on account of the acquisition, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or Demises Premises; and (viv) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly charges for utilities furnished to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes Demised Premises which may become a lien upon on the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). If any part tax or assessment levied against the Demised Premises may legally be paid in installments, Tenant may elect to pay such tax or assessment in installments. For each tax or assessment period, or installment period thereof, subject wholly included in the Term, all such payments shall be made by Tenant not less than five days prior to Section 7.C. Tenant shall also the last date on which the same may be responsible for paid without interest or penalty provided Landlord delivers copies of all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a tax ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes it receives to Tenant promptly upon as soon as reasonably possible; provided that for any fraction of a tax or assessment period, or installment period thereof, included in the Term at the beginning or end thereof, Tenant shall pay to Landlord’s , within 10 days after receipt of invoice therefore, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such ▇▇▇▇included period. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide promptly after payment thereof furnish Landlord with reasonable evidence that such Real Estate Taxes have been paidproof of payment of all items in this Section 5.2.1 which are payable by Tenant. If Tenant shall default in deem itself aggrieved by any such tax or assessment, and shall elect to contest the payment thereof, Tenant may make such payment under protest or, if postponement of any Real Estate Taxessuch payment will not jeopardize Landlord's title to the Demised Premises nor prejudice Landlord's rights with respect to abatement proceedings, Landlord shall have the right (but not the obligation) to pay Tenant may postpone the same together with any provided that it shall secure such payment and the interest and penalties thereon and interestthe costs of the contest of the tax or assessment, or of the proceedings or the suit in which such contest may be had, by causing to be delivered to Landlord cash or other security satisfactory to Landlord or a bond of indemnity of a good and solvent surety company, in which event form and amount reasonably satisfactory to Landlord. If the amount so paid by Landlord shall be paid by Tenant elects not to Landlord upon demand with interest thereon at the Default Rate. seek a tax abatement or refund in a particular fiscal year, Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except elect to do so. Landlord agrees that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposingit shall, at Tenant’s sole cost and 's expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenantany application by Tenant for a tax abatement or refund; providedsuch cooperation shall include the co-signing of all applications, howeverproviding Tenant with historic operating costs and tax data for the Demised Premise, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of providing such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension other information as may be caused necessary and available from Landlord as the owner of the Property. Either party paying any tax or assessment shall be entitled to recover, receive and retain for its own benefit all abatements and refunds related thereto, unless it has previously been reimbursed by the payment by Tenant of other party. Any abatement or refund related to a bond tax or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest assessment the payment of Rent which was apportioned between the parties shall be first applied to the costs of securing such abatement or refund, and the balance shall be apportioned in like manner. Neither party shall discontinue any abatement proceedings begun by it without first giving the other amount payable by Tenant party notice of its intent so to Landlord hereunderdo and reasonable opportunity to be substituted in such proceedings. Without limiting Notwithstanding any other provision of this LeaseLease to the contrary, Tenant neither party paying any tax or assessment shall indemnifymake such payment in such an amount, defendin such a manner, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against or at such a time as would prejudice any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred abatement proceeding unless failure to make such payment would jeopardize either party's interest in the enforcement Demised Premises in which case payment shall be made so that such interest is not so jeopardized. Nothing contained in this Lease shall, however, require Tenant to pay any franchise, corporate, estate, inheritance, succession capital levy or transfer tax of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof income, profits or revenue tax or charge upon the rent payable by Tenant under this Lease (other than any tax referred to in connection with clause (ii) above) unless (a) such tax is imposed, levied or assessed in substitution for any such contest and other tax or assessment which Tenant is required to pay pursuant to this Section 5.2.1, or (b) if at any loss resulting therefrom. Each party shall promptly notify time during the other Term of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received from the Demised Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained any tax or assessment measured by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlordbased, in whole or in part, upon such rents or measured in whole or in part by income from the Demised Premises (if in computing such rents or income there is not allowable as a deduction for the taxable year substantially all of the depreciation or interest deductions allowed for federal income tax purposes for the taxable year), or upon the value of the Demised Premises or any present or future improvement or improvements on the Property Demised Premises, in which case all such taxes and assessments or the part thereof so measured or based ("Substitute Taxes"), shall be payable by Tenant, provided however, Tenant's obligation with respect to the aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that would be payable if the Demised Premises were the only property of Landlord’s interest in this Lease, Landlord shall promptly furnish to Tenant a copy of any notice of any public, special or (iv) Taxes attributable solely to any period after betterment assessment received by Landlord concerning the expiration or earlier termination of the Term hereofDemised Premises.

Real Estate Taxes. A. (a) During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxesTaxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes. Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. 8(c). Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. (b) If Landlord receives a ▇▇▇▇ bill for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ bill for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇bill. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ bill prior to when due. If Landlord fails to timely deliver a bill for Real Estate Taxes hereunder and so long as Tenant did not know or ​ would not otherwise have known of such Real Estate Taxes after commercially reasonable due diligence and inquiry, Landlord shall be responsible for any penalties, late charges or other expenses incurred by Tenant if it fails to timely pay such Real Estate Taxes as a result of such delay; provided that the foregoing shall not apply to any ad valorem real property or Personal Property taxes. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant ▇▇▇▇▇▇ has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. (c) Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant▇▇▇▇▇▇’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 16 shall be maintained; (viv) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (viv) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, and (vi) Tenant shall fund without reimbursement from Landlord any bond, deposit or comply such other security required by a taxing authority and if reasonably required, by Landlord or Landlord Mortgagee, in connection with the applicable requirement of lawany protest or contest contemplated by this Section 8. Landlord shall execute and deliver to ​ Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable actual out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant▇▇▇▇▇▇, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C 8(c) shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant▇▇▇▇▇▇. D. (d) In the event that a new special assessment for the Premises (a “New Special Assessment”) is proposed or enacted during the Term, Landlord, promptly following receipt of written notice thereof, shall notify Tenant of such New Special Assessment; provided that, for the avoidance of doubt, failure to provide such notice shall not result in any liability for Landlord or relieve Tenant of any of its obligations hereunder (including, without limitation, Tenant’s obligation to pay Real Estate Taxes). (e) Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes and any fees or taxes directly attributable to the Premises, including the Business, Professions & Occupational Licenses (“BPOL”) tax assessed by applicable counties (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord▇▇▇▇▇▇▇▇’s ownership of the Premises and/or Tenant’s use of the Premises. E. . Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due pay directly to the applicable taxing authority one hundred percent Landlord: (100%i) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof extent due and whether payable (special or not to be completed within the Termotherwise), levies, fees, water and sewer rents and charges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, (and Tenant's Proportionate Fraction of every character any such taxes, assessments, levies, fees and any kind and nature whatsoever in respect of charges if they are assessed against the Premises (includingentire Building or Lot) which are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, to or during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against (iA) the Premises or any part thereof the Building or any appurtenance theretothe Lot, (iiB) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiic) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy possession or use of the Premises or the Building or the Lot; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any part thereofFixed Rent, Additional Rent or other sum payable hereunder; (iviii) any occupancyall sales, operationvalue added, use and similar taxes at any time levied, assessed or possession of, or sales from or activity conducted payable on or in connection with the Premises or the Property or account of the leasing or use of the Premises (and Tenant's Proportionate Fraction of any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building or Lot); and (iv) all charges for utilities furnished to the Premises (and Tenant's Proportionate Fraction of all charges for utilities furnished to the entire Building or Lot) which may become a lien on the Building or the Property Lot or any part the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, or wholly included in the Term, all such payments shall be made by Tenant not less than five (v5) any document days prior to the last date on which Tenant is a party creating or transferring an the same may be paid without interest or estate penalty, provided that Tenant receives any such invoice for payment at least thirty (30) days before said amount is due. For any fraction of a tax or assessment period, or installment period thereof, included in the PremisesTerm at the beginning or end thereof, Tenant shall pay to Landlord, within 20 days after receipt of invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. In the event that Tenant, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). the other tenants in the Building, requests that Landlord apply for any abatement of, or otherwise contest, any tax or assessment, Landlord shall file such abatement or otherwise contest such tax or assessment and shall diligently pursue the same to completion, provided that (i) Landlord receives notice of such request from Tenant shall make such payments directly and all other tenants in the Building at least 30 days prior to the taxing authorities last day on which such abatement or contest may validly be made under applicable law, and (ii) the expenses of such proceedings, including, without limitation, any penalties, interest, late fees or charges, and attorneys' fees incurred as a result thereof, shall promptly furnish be included in the Annual Maintenance Charge of the then current fiscal year. Nothing contained in this Lease shall, however, require Tenant to Landlord copies of official receipts pay any income taxes, excess profits taxes, excise taxes, franchise taxes ("Excluded Taxes"), estate, succession, inheritance or other satisfactory proof evidencing such direct payments; transfer taxes, provided, however, failure furnish such proof shall not be an Event that if at any time during the Term the present system of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days ad valorem taxation of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes real property shall be absolutely fixed upon changed so that in lieu of the date such Real Estate Taxes become a lien upon the Premises whole or any part thereofof the ad valorem tax on real property, subject to Section 7.C. Tenant there shall also be responsible for all Real Estate Taxes which, assessed on Landlord a capital levy or other tax on the Commencement Dategross rents received with respect to the Building or the Lot, are or all of them, or a lien federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon the Premises or gross rents, then any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt and all of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interestassessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligenceso measured or based ("Substitute Taxes"), the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the Premises as may aforesaid Substitute Taxes shall be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything limited to the contrary in this Section 7, in no event will Tenant amount thereof as computed at the rates that would be required to pay any (i) federal or state income taxes payable if the Premises were the only property of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant and (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, only that portion of the Premises or the Property or Landlord’s interest Substitute Taxes in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination excess of the Term hereofExcluded Taxes shall be payable by Tenant. Landlord shall furnish to Tenant a copy of any notice of any public, special or betterment assessment received by Landlord concerning the Premises.

Real Estate Taxes. A. During Section 15.01. Commencing on and as of the TermTerm Commencement Date, Tenant shall promptly pay, pay all Taxes (as hereinafter defined) on the Demised Premises on or cause to be paid, on a cash basis when due prior to the applicable taxing authority one hundred percent (100%) last day on which Taxes can be paid without interest or penalty. ​ ​ Section 15.02. For the purposes of this Article, the term “Taxes” shall include the sum of any and all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases real estate taxes and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments special assessments, water and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies rents and charges; excise tax , levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, unforeseen or foreseen or unforeseenforeseen, of every character and any kind or nature whatsoever, and nature whatsoever each and every installment thereof which shall or may during the Term of this Lease be levied, assessed, imposed, become due and payable, or liens upon or arising in respect connection with the use, occupancy or possession of or grow out of, or for the Building and/or the Land, or any part thereof as if the Building and Land were the sole asset of Landlord. The parties acknowledge and agree that as used herein, “Taxes” includes any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by ▇▇▇▇▇▇ and Landlord that Proposition 13 was adopted by the voters of the Premises State of California in the June 1978 election and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants (includingit is the intention of Tenant and Landlord that all such new and increased assessments, without limitationtaxes, any Building and/or Property) and/or the Rent fees, levies, and charges and all interest similar assessments, taxes, fees, levies and penalties thereon attributable to any failure in payment by Tenant which charges be included within the definition of Taxes for purposes of this Lease). If at any time prior to, during the Term of this Lease the methods of taxation prevailing at the execution of this Lease shall be altered so that in lieu of or in respect as a substitute for the whole or any part of the Term hereof may be taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate or in respect of the improvements thereon there shall be levied, assessed or be a lien upon imposed (i) a tax, assessment, levy, imposition or charge wholly or partially payable as a capital levy or otherwise on the Premises rents received therefrom, or any part thereof or any appurtenance thereto, (ii) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon the Demised Premises and imposed upon Landlord, or (iii) a tax, imposition, license fee or charge measured by or otherwise in any Rent reserved way based upon the rents payable by Tenant to Landlord, or payable hereunder (iv) a tax, imposition, license fee or charge measured by or otherwise in any way based upon the rent receivable by Landlord for the Building or any portion thereof and/or the Land or any other sums payable by Tenant hereunder, (iii) this Lease building or other improvements constructed on the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereofLand, or (v) a tax, license fee or charge imposed on Landlord which is otherwise measured by or based in whole or in part, upon the Building or any document to portion thereof and/or the Land or any other building or other improvements constructed on the Land (whether based upon the area or value thereof or other measure), or (vi) any other tax or levy imposed in lieu of or as a substitute for Taxes which Tenant is a party creating are levied, assessed or transferring an interest or estate imposed as of the date of this Lease, then in any such event, the same shall be included in the Premisescomputation of Taxes hereunder. Except as otherwise set forth in the preceding sentence, together with the term “Taxes” shall not include federal, state or local income taxes; franchise, gift, transfer, excise, capital stock, estate or inheritance taxes; penalties and/or interest for late payments. A tax bill or copy thereof shall be conclusive evidence of the amount of Taxes or installments thereof. Section 15.03. If at any interest or penalties thereon time during the Term the holder of any superior mortgage requires the establishment of an escrow account for the payment of Taxes, Tenant shall, at the election of Landlord, pay to Landlord, within thirty (all 30) days after receipt of which are hereinafter called “Real Estate Taxes”)notice of ▇▇▇▇▇▇▇▇’s election provided herein, the amount of Landlord’s initial deposit into such escrow account and thereafter, commencing on the first day of the month after receipt said notice, the amount required by the superior mortgagee to be deposited monthly into such account. Such monthly escrow payments shall be subject to adjustments as required by the superior mortgagee. ​ ​ Section 15.04. Only Tenant shall make be eligible to institute proceedings to reduce the assessed valuation of the Land or the Building. In the event Tenant shall obtain a tax refund as a result of any such payments directly reduction proceedings for any period after the Term Commencement Date, then Tenant shall be entitled to the taxing authorities entire refund obtained; it being understood and agreed that Landlord shall promptly furnish be entitled to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; providedthe entire refund obtained that is attributable to any period prior to the Term Commencement Date. Notwithstanding anything contained to the contrary herein, however, failure furnish such proof Tenant shall not be an Event entitled to any refund in excess of Default hereunder so long as Taxes paid by Tenant provides Landlord with hereunder. Section 15.05. If the same within two Term of this Lease shall terminate on any date other than the last day of a tax fiscal year, the amount payable by Tenant during the tax fiscal year in which such termination occurs shall be prorated on the basis that the number of days from the commencement of said tax fiscal year to and including said termination date bears to three hundred sixty-five (2) Business Days of receipt written notice from Landlord365). TenantA similar proration shall be made for the tax fiscal year in which ▇▇▇▇▇▇’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereoffirst arises. B. If Landlord receives a Section ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇.▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant no event shall provide Landlord with reasonable evidence that such Real Estate any adjustment of the Taxes have been paid. If Tenant shall default payable hereunder result in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, a decrease in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium Base Rent or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim Additional Rent payable pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect it being agreed that the payment of Additional Rent under this Article is an obligation supplemental and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response addition to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required obligation to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereofBase Rent.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, assessments including assessments for supplemental assessments and public improvements or benefitsbenefits (subject to Subsection 7.D.), whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, fees including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) Buildings or the Property and/or the Rent (other than Real Estate Taxes) and all interest and penalties thereon attributable to any failure in payment by Tenant (other than failures arising from the acts or omissions of Landlord) which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property property or the leasing or use of the Premises or the Property property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, revenue, excise, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes. Tenant shall make such payments directly to the taxing authorities and shall promptly promptly, upon request, furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section Subsection 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of at least forty-five (45) days prior to when due, or as soon as possible thereafter as Landlord has received such ▇▇▇▇ and shall request that the local tax assessor’s office issue a duplicate copy of the real estate tax ▇▇▇▇ directly to Tenant. If Landlord fails to timely deliver a ▇▇▇▇ for Real Estate Taxes hereunder, Landlord shall be responsible for any penalties, late charges or other expenses incurred by Tenant if it fails to timely pay such Real Estate Taxes as a result of such delay. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when duedue if during the Term. Tenant shall shall, if Landlord so requests, provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default beyond the expiration of any applicable notice and cure periods in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, if such penalties and interest are caused by Tenant’s failure to pay such Real Estate Taxes in a timely manner, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments (other than those assessments under Subsection 7.D.) shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, occurs of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 18 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of lawlaw or insurance requirements of Section 18. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable reasonable, actual out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlordand/or fully participate therein in conjunction with Tenant. The provisions of this Section 7.C Subsection 7.C. shall not be construed to permit Tenant to contest the payment of Rent or any other amount (other than the Real Estate Taxes being contested in accordance herewith and any Impositions or Third-Party Charges that Tenant may from time to time be required to impound with Landlord Mortgagee pursuant to this Lease) payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises harmless from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom, except to the extent caused by Landlord’s negligence or willful misconduct. Each party Landlord and Tenant shall each promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in the response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. In the event that a new special assessment for the Premises (the “New Special Assessment”) is proposed or enacted during the Term, Landlord, immediately upon receipt of notice thereof, shall notify Tenant of such New Special Assessment. Landlord shall not voluntarily elect to participate in, or vote in favor of, any such New Special Assessment without Tenant’s written approval thereof, which approval shall not be unreasonably withheld or delayed. If Landlord has the option to cause the assessments associated with a New Special Assessment to be paid in installments, Landlord shall so elect, and Tenant shall only be responsible for those installments that are due and payable during the Term. To the extent that any New Special Assessments are included in Real Estate Taxes, such New Special Assessment shall be paid pursuant to the provisions of Subsection 7.B. hereof. E. Tenant will indemnify Landlord and/or any Landlord the Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes Taxes, (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises or this Lease (unless with respect to a portion of the Premises which has been recaptured or terminated). This general tax indemnity (“General Tax Indemnity”) will exclude: (i) Taxes based on income or capital gains, or franchise or doing business taxes of an Indemnified Party imposed by a jurisdiction in which such Indemnified Party is otherwise resident for tax purposes or is subject to taxation as a result of the Premises being located in such jurisdiction; (ii) Taxes on capital or net worth (including minimum and alternative minimum Taxes measured by any items of Taxes preference); (iii) Taxes to the extent they would not have been imposed if the Indemnified Party or any of its Affiliates had not engaged in activities or had a presence in the jurisdiction imposing such Taxes that activities or presence are unrelated to the transaction contemplated hereby; (iv) Taxes resulting from a voluntary or involuntary transfer by an Indemnified Party of an interest in all or any part of the Premises, an Indemnified Party or any other interest created under the operative documents, other than during an Event of Default by Tenant and other than pursuant to Tenant’s exercise of any rights or obligations under the operative documents; (v) Taxes imposed because the Indemnified Party is not a U.S. person; (vi) Taxes resulting from the negligence or willful misconduct of the Indemnified Party or any of its Affiliates or the violation of any provision of this Lease by the Indemnified Party or any of its Affiliates; and (vii) Taxes, with respect to any period after the expiration or earlier termination of this Lease. The General Tax Indemnity will be subject to Tenant’s right to contest Real Estate Taxes in the manner provided in Subsection 7.C. Tenant will be entitled to all future refunds of, and tax savings of Landlord (but not any of its direct or indirect beneficial owners) resulting from or attributable to, any event giving rise to payment of a General Tax Indemnity or the making of such payment. E. F. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, assessments including assessments for supplemental assessments and public improvements or benefitsbenefits (subject to Section 7.D), whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, fees including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) or the Property and/or the Rent (other than Real Estate Taxes) and all interest and penalties thereon attributable to any failure in payment by Tenant (other than failures arising from the acts or omissions of Landlord) which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property property or the leasing or use of the Premises or the Property property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, revenue, excise, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes. Tenant shall make such payments directly to the taxing authorities and shall promptly promptly, upon request, furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. Tenant may request that the local tax collector’s office ▇▇▇▇ all Real Estate Taxes and deliver any other notices from the tax collector and/or tax assessor concerning the Premises directly to Tenant. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly as soon as possible upon Landlord’s receipt of such ▇▇▇▇ and shall request that the local tax assessor’s office issue a duplicate copy of the real estate tax ▇▇▇▇ directly to Tenant. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when duedue if during the Term. Tenant shall shall, if Landlord so requests, provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default beyond the expiration of any applicable notice and cure periods in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, if such penalties and interest are caused by Tenant’s failure to pay such Real Estate Taxes in a timely manner, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay If permitted by Law, any Real Estate Taxes may at the option of the taxpayer be paid in installmentsinstallments (whether or not interest shall accrue on the unpaid balance of such Real Estate Taxes), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of installments only, together with applicable interest, if payment may be so made without penaltyany, fineprovided that all such installment payments, premium or together with applicable interest, except that on if any, relating to the period prior to the expiration of this Lease, shall be made prior to the Expiration Date. Upon the expiration or termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments (other than those assessments under Section 7.D) shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned on a per diem basis between Landlord and Tenant on a cash basis. To the extent that it shall be determined that Tenant has made any overpayments or underpayments of Real Estate Payments during the Term (due to the resolution of any tax appeals or otherwise subsequent to the expiration or sooner termination of the Term), Tenant shall be credited or pay any overpayments or underpayments of Real Estate Payments within thirty (30) days after the delivery of written notice to the other party advising that such overpayment or underpayment. C. Landlord shall promptly notify Tenant in the event that it shall receive a “Chapter 91” request pursuant N.J.S.A. 54:4-34, and Tenant shall promptly notify Landlord in the event that it shall receive a “Chapter 91” request pursuant N.J.S.A. 54:4-34. Upon receipt, Tenant shall timely complete the “Chapter 91” request and return a copy of same to Landlord for Landlord’s approval. Landlord’s approval of the completed “Chapter 91” request shall be deemed granted unless Landlord objects to same within five (5) business days upon receipt thereof. Upon receipt of Landlord’s approval, Tenant shall timely submit the completed “Chapter 91” request to the municipal tax assessor. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or SitesPremises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or SitesPremises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 18 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of lawlaw or insurance requirements of Section 18. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable reasonable, actual out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlordand/or fully participate therein in conjunction with Tenant. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount (other than the Real Estate Taxes being contested in accordance herewith and any Impositions or Third- Party Charges that Tenant may from time to time be required to impound with Landlord Mortgagee pursuant to this Lease) payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises harmless from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom, except to the extent caused by Landlord or any Landlord Indemnified Party’s gross negligence or willful misconduct. Each party Landlord and Tenant shall each promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in the response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. In the event that a new special assessment for the Premises (a “New Special Assessment”) is proposed or enacted during the Term, Landlord, promptly following receipt of written notice thereof, shall notify Tenant of such New Special Assessment. Landlord shall not voluntarily elect to participate in, or vote in favor of, any such New Special Assessment without Tenant’s written approval thereof, which approval shall not be unreasonably withheld or delayed. If Landlord has the option to cause the assessments associated with a New Special Assessment to be paid in installments, Landlord shall so elect, and Tenant shall only be responsible for those installments that are due and payable during the Term. To the extent that any New Special Assessments are included in Real Estate Taxes, such New Special Assessment shall be paid pursuant to the provisions of Section 7.B hereof. E. Tenant will indemnify the Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes Taxes, (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises or this Lease (unless with respect to a portion of the Premises which has been recaptured or terminated). This general tax indemnity (“General Tax Indemnity”) will exclude: (i) Taxes based on income or capital gains, or franchise or doing business taxes of an Indemnified Party imposed by a jurisdiction in which such Indemnified Party is otherwise resident for tax purposes or is subject to taxation as a result of the Premises being located in such jurisdiction; (ii) Taxes on capital or net worth (including minimum and alternative minimum Taxes measured by any items of Taxes preference); (iii) Taxes to the extent they would not have been imposed if the Indemnified Party or any of its Affiliates had not engaged in activities or had a presence in the jurisdiction imposing such Taxes that activities or presence are unrelated to the transaction contemplated hereby; (iv) Taxes resulting from a voluntary or involuntary transfer by an Indemnified Party of an interest in all or any part of the Premises, an Indemnified Party or any other interest created under the operative documents, other than during an Event of Default and other than pursuant to Tenant’s exercise of any rights or obligations under the operative documents; (v) Taxes imposed because the Indemnified Party is not a U.S. person; (vi) Taxes resulting from the gross negligence or willful misconduct of the Indemnified Party or any of its Affiliates or the violation of any provision of this Lease by the Indemnified Party or any of its Affiliates; and (vii) Taxes, with respect to any period after the expiration or earlier termination of this Lease (the “Tenant Tax Exclusions”). The General Tax Indemnity will be subject to Tenant’s right to contest Real Estate Taxes in the manner provided in Section 7.C. Tenant will be entitled to all future refunds of, and tax savings of Landlord (but not any of its direct or indirect beneficial owners) resulting from or attributable to, any event giving rise to payment of a General Tax Indemnity or the making of such payment. E. F. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due pay directly to the applicable taxing authority one hundred percent Landlord: (100%i) of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termcharges, and including assessments under Encumbrances; water, sewer and all other utility government levies and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, foreseen and unforeseen (and Tenant's Proportionate Fraction of any such taxes, assessments, levies, fees and charges if they are assessed against the entire Building or foreseen or unforeseenLot), of every character and any kind and nature whatsoever in respect of the Premises (includingwhich are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, to or during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against (iA) the Premises or any part thereof the Building or any appurtenance theretothe Lot, (iiB) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiC) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property Building or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for paymentLot; (ii) neither the applicable Site all gross receipts or Sitessimilar taxes imposed or levied upon, the assessed against or measured by any Fixed Rent, Additional Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequencesother sum payable hereunder; (iii) in all sales, value added, use and similar taxes at any time levied, assessed or payable on account of the case acquisition, leasing or use of the Premises (and Tenant's Proportionate Fraction of any requirement such taxes if they are levied, assessed or payable on account of Lawthe acquisition, neither Landlord nor Tenant would be in any danger leasing or use of civil the entire Building or criminal liability for failure to comply therewith pending the outcome of such proceedingsLot); and (iv) all charges for utilities furnished to the insurance coverage required by Section 15 Premises (and Tenant's Proportionate Fraction of all charges for utilities furnished to the entire Building or Lot) which may become a lien on the Building or the Lot or the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, wholly included in the Term, all such payments shall be maintained; made by Tenant not less than five (v5) Tenant shall keep Landlord reasonably informed as days prior to the status last date on which the same may be paid without interest or penalty. For any fraction of and with copies of all documents a tax or assessment period, or installment period thereof, included in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord Term at the beginning or Tenantend thereof, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord, within 20 days after receipt of invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this LeaseAt Landlord's option, Tenant shall indemnify, defend, protect pay taxes and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred assessments in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection accordance with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.4.2.5

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due pay directly to the applicable taxing authority one hundred percent the portion allocable to the Premises of: (100%i) of all taxes, including ad valoremassessments (special or otherwise), saleslevies, usefees, rent or similar taxes, including tax increases water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies rents and charges; excise tax levies; fees, including license, permit, inspection, authorization general and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (includingwhich are, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, to or during or in respect of the Term hereof may be hereof, imposed or levied upon or assessed or imposed on or in respect of or be a lien upon against (iA) the Premises or any part thereof or any appurtenance theretoPremises, (iiB) any Fixed Rent, Additional Rent reserved or other sum payable hereunder or any other sums payable by Tenant hereunder, (iiiC) this Lease Lease, or the leasehold estate hereby created created, or which arise in respect of the operation, possession, occupancy possession or use of the Premises by Tenant; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any part thereofFixed Rent, Additional Rent or other sum payable hereunder; (iviii) any occupancyall sales, operationvalue added, use and similar taxes at any time levied, assessed or possession of, or sales from or activity conducted payable on or in connection with the Premises or the Property or account of the leasing or use of the Premises by Tenant; and (iv) all charges for utilities furnished to the Premises which may become a lien on the Premises (collectively "taxes and assessments" or the Property if singular "tax or any part assessment"). For each tax or assessment period, or installment period thereof, or wholly included in the Term ,all such payments shall be made by Tenant not later than five (v5) any document to days before the last date on which Tenant is a party creating or transferring an the same may be paid without interest or estate penalty, provided that Landlord shall forward to Tenant a copy of all applicable tax bills promptly after receipt by Landlord thereof and in any event, not less than 20 days before the last date on which the same may be paid without interest or penalty. For any fraction of a tax or assessment period, or installment period thereof, included in the PremisesTerm at the beginning or end thereof, Tenant shall pay to Landlord, within 10 days after receipt of invoice therefor, together with any interest or penalties thereon (all a copy of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the applicable bill ▇▇▇m the taxing authorities authority, the fraction of taxes and shall promptly furnish assessments so levied or assessed or becoming payable which is allocable to Landlord copies of official receipts such included period. Nothing contained in this Lease shall, however, require Tenant to pay any income taxes, excess profits taxes, excise taxes, franchise taxes, estate, gift, succession, inheritance or other satisfactory proof evidencing such direct payments; transfer taxes provided, however, failure furnish such proof shall not be an Event that if at any time during the Term the present system of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days ad valorem taxation of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes real property shall be absolutely fixed upon changed so that in lieu of the date such Real Estate Taxes become a lien upon the Premises whole or any part thereofof the ad valorem tax on real property, subject to Section 7.C. Tenant there shall also be responsible for all Real Estate Taxes which, assessed on Landlord a capital levy or other tax on the Commencement Dategross rents received with respect to the Lot and Building, are or both, or a lien federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based in whole or in part, upon the Premises or gross rents, then any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt and all of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interestassessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligenceso measured or based ("Substitute Taxes"), the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with shall be payable by Tenant; provided, however, Tenant's obligation with respect to the aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that (i) would be payable if the Premises were the only property of Landlord. Landlord shall furnish to Tenant a copy of any notice of any public, special or betterment assessment received by Landlord concerning the Premises. Notwithstanding anything to the contrary contained in this Lease, in the case event that Tenant is obligated to pay any portion of any unpaid Real Estate Taxesbetterment or special assessment, lienTenant's payments shall be calculated as if such assessment were amortized on a straight-line basis consistent with generally accepted accounting principles, attachmentconsistently applied ("GAAP"), levy, encumbrance, charge or claim pursuant such that Tenant shall pay a total amount equal to any Lawits share of such assessment multiplied by a fraction, the commencement and continuation numerator of such proceedings shall suspend which is the collection or enforcement thereof from or against Landlord number of years remaining in the Term and the applicable Site denominator of which is the greater of (a) the number of years in the entire Term or Sites, which suspension may be caused (b) the number of years for amortization indicated by the payment by GAAP. Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has shall have the right to make a curative payment following the outcome of the proceeding to avoid prosecute an abatement or otherwise contest any of the foregoing consequences; (iii) in the case of any requirement of Lawsuch tax or assessment, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) but only if Tenant shall keep first have given Landlord reasonably informed written notice of Tenant's intention to do so and Landlord shall not have advised Tenant, by written notice to Tenant within ten (10) days after Tenant's notice, that Landlord will prosecute such abatement or contest. Tenant shall prosecute any such abatement or contest at its own expense and shall not discontinue the same without giving Landlord a reasonable opportunity to be substituted therein at Landlord's expense. Tenant shall respond to all of Landlord's reasonable inquiries as to the status of any such abatement proceeding or contest, and with copies Tenant shall not settle the same without Landlord's prior written consent, which shall not be unreasonably withheld or delayed. Tenant's expenses of all documents in the proceedings, upon request by Landlord; and (vi) if such contest same shall be finally resolved against Landlord deducted from the proceeds of any such abatement or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of lawcontest. If Landlord shall execute and deliver to obtain any abatement, refund or rebate in real estate taxes or assessments theretofore paid by Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenantunder this Lease, Landlord shall join as a party therein at no promptly forward to Tenant the same, less the cost or expense incurred by Landlord in obtaining the same. Nothing in this paragraph shall relieve Tenant of its obligation to Landlord. The provisions of make all payments required under this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord 4.2.1 and when required hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to pay all real estate taxes and other impositions for the applicable taxing authority one hundred percent (100%) of all taxesPremises, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments any fees in lieu of taxes, both general and special, which may be levied or assessed by the taxing authorities against the land, buildings and all other improvements within or constituting the Premises. Tenant shall pay all such real estate taxes pursuant and assessments directly to the taxing authority including any statutory service agreementfine, paymentpenalty, interest or cost that may be added thereto for non-in-lieu-of-payment thereof. Real estate taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreementand other impositions shall mean all ad valorem taxes, the Property water and sanitary taxes, assessments, liens, licenses and permit fees or any portion thereof; assessmentsother taxes imposed, including assessments for supplemental assessments assessed or levied against the Premises, and public improvements all other charges, impositions or benefitsburdens of whatever kind and nature, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termparticularized by name, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed created, assessed, confirmed, adjudged, imposed or imposed on charged upon or in with respect of or be a lien upon (i) to the Premises or any improvements made thereto, or on any part thereof of the foregoing or any appurtenance appurtenances thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) directly upon this Lease or the leasehold estate hereby created rent payable hereunder or the operation, possession, occupancy amounts payable by any subtenants or use other occupants of the Premises Premises, or upon this transaction or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document documents to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and successor-in-interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant because of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part Landlord's estate or interest in either thereof would be in herein, by any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereongovernmental authority, or comply with the applicable requirement of under any law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlordamong others, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the otherall rental, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Partiessales, on an after-tax basisuse, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes inventory or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes any special tax bills and general, special or other assessments and liens or charges made on local or general improvements or any taxes imposed with respect to the salegovernmental or public power or authority whatsoever, exchange or other disposition by Landlordbut excluding income, in whole or in partfranchise, of the Premises or the Property or Landlordcapital gains, and estate and gift taxes. Landlord shall file real estate tax appeals at Tenant’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereofrequest.

Real Estate Taxes. A. (a) During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxesTaxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenanttaxes, to the extent the same are not a result of a conveyance by Landlord or Landlord’s transfer of any of its interest in this Agreement, the Property or any portion thereofPremises; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. 8(c). Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. (b) If Landlord receives a ▇▇▇▇ bill for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ bill for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇bill. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ bill prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis.penalties C. (c) Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant▇▇▇▇▇▇’s written request, Landlord will, at no out-of-pocket cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 16 shall be maintained; (viv) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (viv) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, and (vi) Tenant shall fund without reimbursement from Landlord any bond, deposit or comply such other security required by a taxing authority, Landlord Mortgagee, or any other applicable party in connection with the applicable requirement of lawany protest or contest contemplated by this Section 8. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-actual out- of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant▇▇▇▇▇▇, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C 8(c) shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind harmless (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnityd) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes and any fees or taxes directly attributable to the Premises on a site level basis (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises, including, but not limited to, any commercial activity taxes imposed by the State of Ohio under Ohio Rev. Code Chapter 5751 (as the same may be amended or re-codified or any similar or successor law), but excluding, however, penalties and interest thereon, any income taxes, excise taxes, franchise taxes, transfer taxes attributable to the conveyance of Landlord’s interest in the Premises, any so-called margin taxes, capital stock taxes or any other tax based on Landlord’s gross receipts, income or business levied upon Landlord or any tax or charge levied by their terms in lieu of such taxes and assessments. E. (e) Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Real Estate Taxes. A. During 14.01 For the Termpurposes of this Article, Tenant the term “Taxes” shall promptly payinclude the sum of all real estate taxes and assessments, special assessments, water and sewer rents, PILOT payments and each and every installment thereof which shall or may during the Term of this Lease be levied, assessed, imposed, become due and payable, or cause to be paid, on a cash basis when due to liens upon or arising in connection with the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent occupancy or similar taxespossession of or grow out of, including tax increases or for the Building and/or the Land, or any part thereof as if the Building and re-assessments; payments Land were the sole asset of Landlord. If at any time during the Term of this Lease the methods of taxation prevailing at the execution of this Lease shall be altered so that in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or as a substitute for the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property whole or any portion thereof; part of the taxes, assessments, including assessments for supplemental assessments and public improvements levies, impositions or benefitscharges now levied, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on real estate or in respect of the improvements thereon there shall be levied, assessed or be a lien upon imposed (i) a tax, assessment, levy, imposition or charge wholly or partially payable as a capital levy or otherwise on the rents received therefrom, or (ii) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon the Demised Premises and imposed upon Landlord, or (iii) a license fee or charge measured by the rents payable by Tenant to Landlord, or (iv) a license fee or charge measured by the rent receivable by Landlord for the Demised Premises or any part portion thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder and/or the Land or any other sums payable by Tenant hereunder, (iii) this Lease building or other improvements constructed on the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereofLand, or (v) any document to a tax, license fee or charge imposed on Landlord which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ▇▇▇▇ for Real Estate Taxes, Landlord shall provide the ▇▇▇▇ for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ▇▇▇▇. Tenant shall pay the Real Estate Taxes set forth on such ▇▇▇▇ prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid otherwise measured by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, based in whole or in part, upon the Building or any portion thereof and/or the Land or any other building or other improvements constructed on the Land, or (vi) any other tax or levy imposed in lieu of or as a substitute for Taxes which are levied, assessed or imposed as of the Premises or the Property or Landlord’s interest in date of this Lease, then in any such event, the same shall be included in the computation of Taxes hereunder. A tax bill or (iv) Taxes attributable solely to any period after the expiration or earlier termination copy thereof shall be conclusive evidence of the Term hereofamount of Taxes or installments thereof. The term “Tax Payment” shall mean the amount of Taxes as reflect in the bill. In no event shall Tenant have any liability for Taxes prior to the Commencement Date.