Common use of Taxes and Assessments Clause in Contracts

Taxes and Assessments. Tenant shall pay all real estate taxes and assessments becoming due and payable with respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunder.

Taxes and Assessments. Tenant Mortgagor shall, prior to delinquency, pay or cause to be paid each installment of all taxes and special assessments of every kind, now or hereafter levied against the Property or any part thereof, without notice or demand, and shall provide Mortgagee with evidence of the payment of same upon the request of Mortgagee. Mortgagor shall pay all real estate taxes and assessments becoming due and payable with respect which may be levied upon Mortgagee’s or the Lenders’ interest herein or upon this Mortgage or the debt secured hereby (excluding any income taxes or similar charges imposed upon Mortgagee or the Lenders), without regard to any law that may be enacted imposing payment of the whole or any part thereof upon the Mortgagee or any Lender. Notwithstanding anything contained in this Section to the Premises during contrary, Mortgagor shall have the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated right to pay or cause to be paid hereunder any such tax or special assessment under protest or to otherwise contest any such tax or special assessment but only if (i) such contest has the effect of preventing the collection of such tax or special assessment so contested and which relate also prevent the sale or forfeiture of the Property or any part thereof or any interest therein, (ii) Mortgagor promptly notifies Mortgagee in writing of its intent to any fraction of a contest such tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, special assessment, or chargeand (iii) if so requested in writing by Mortgagee, provided that prompt notice of such contest, objection, or opposition be given Mortgagor has deposited security in form and amount reasonably satisfactory to LandlordMortgagee, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to increases the amount of such security so deposited promptly after Mortgagee’s request therefor. Mortgagor shall prosecute or cause the taxesprosecution of all such contest actions in good faith and with due diligence and, assessmentspromptly after request from Mortgagee, or charges being contestedreport to Mortgagee on the status and results of such contest actions. If any such contest action is unsuccessful, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully Mortgagor shall promptly pay and discharge the amounts finally all sums determined to be due following as required by the exercise of final order or ruling in such right to contest, object or oppose, together with contest action and in any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term event such payment shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect made prior to the rents due hereunderdate on which the Property may be sold, lost or forfeited under any writ or order issued pursuant to such final order or ruling.

Taxes and Assessments. Tenant shall pay prior to delinquency all real estate taxes and assessments becoming due and payable with respect to which may be levied upon or assessed against the Premises during and all taxes and assessments of every kind and nature whatsoever arising in any way from the lease term use, occupancy or possession of the Premises or assessed against the improvements situated thereon, together with all taxes levied upon or assessed against Tenant's Property. To that end Landlord shall not be required to pay any taxes or assessments whatsoever which relate to or may be assessed against this Lease, the Rent and other amounts due hereunder, the Premises, improvements and Tenant's Property. Provided, however, that any extension thereoftaxes or assessments which may be levied or assessed against the Premises for a period ending after the termination hereof shall be prorated between Landlord and Tenant as of such date. Within thirty (30) days after Tenant receives the paid receipted tax bills, Tenant shall furnish Landlord with copies of a paid receipt for such tax bills. Upon demand by Landlord, Tenant shall deliver and pay over to Landlord such additional sums as are necessary to satisfy any deficiency in the amount necessary to pay the taxes before the same become due. Tenant may, at its option, contest in good faith and by appropriate and timely legal proceedings any such tax and assessment; provided, however, that Tenant shall indemnify and hold harmless Landlord from any loss or damage resulting from any such contest, and all taxes or expenses of same (including, without limitation, all attorneys' fees, court and other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be costs) are paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed solely by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunder.

Taxes and Assessments. Throughout the Lease Term, Tenant shall pay pay, as and when due, all real estate taxes property taxes, assessments, special or otherwise, water and assessments becoming due sewer rents and payable with respect to the Premises during the lease term and any extension thereofcharges, and all other charges of every kind and description that may be levied against the Leased Premises, any building or improvement thereon or any use or enjoyment thereof, by any governmental authority. Tenant also shall pay, as and when due, all taxes, license fees and all other charges of every kind and description that may be imposed by any governmental authority on the Tenant's leasehold interest or on any fixtures, equipment, appliances, goods, inventory and any other personal property placed upon the Leased Premises by Tenant. Landlord shall cause all bills relating to the real property taxes to be forwarded to Tenant upon receipt. Tenant shall, upon Landlord's request, deliver to Landlord sufficient receipts or other charges imposed during the lease term or evidence of payment. If any extension thereof with respect to any business conducted on the Premises such taxes paid by Tenant shall cover any period of time prior to or any personal property used by Tenant in connection therewith. Taxesafter the expiration of the Term, assessments or other charges Tenant's share of such taxes shall be equitably prorated to cover only the period of time within the tax fiscal year during which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon in effect, and Landlord shall reimburse Tenant to the ratio that the number of days in extent required. If Tenant shall fail to pay any such fractional tax year bears to 365. Tenant taxes, Landlord shall have the right to contestpay the same, objectin which case Tenant shall repay such amount to Landlord with Tenant's next rent installment together with interest as provided in Paragraph 35. It is expressly agreed, however, that Tenant shall not be required to pay or discharge any real estate taxes or assessments, either general or special, or oppose other charges for which Tenant, pursuant to the legality or validity of any taxabove, assessmentmay be liable, so long as Tenant shall in good faith contest the same, or chargethe validity thereof, by appropriate legal proceedings that shall operate to prevent the collection of the tax or assessment and the sale of the Leased Premises or any part thereof to satisfy the same. Pending any such legal proceedings Landlord shall not have the right to pay, discharge or remove the tax or assessments thereby contested, provided that prompt notice Tenant shall, prior to the date such tax or assessment is due and payable, have given such reasonable security as may be demanded in writing by Landlord to insure such payment and to prevent any sale or forfeiture of the Leased Premises by reason of such contestnonpayment, objectionnot to exceed, or opposition be given to Landlordhowever, one and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to one-half times the amount of the taxesany such tax or assessment, assessments, or including any penalties and/or interest charges being contested, objected, or opposed thereon imposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderlaw.

Taxes and Assessments. Tenant (a) The Lessee shall pay and discharge all real estate taxes taxes, betterment charges and assessments becoming levies, and charges and governmental impositions, duties and discharges of like kind and nature, which or may during the term of this Lease be charged, laid, levied or imposed upon or become a lien or liens upon the Leased Premises or any part thereof, or upon any buildings or appurtenances thereof, or any part thereof, or which may become due and payable with respect to the Premises during the lease term thereto, and any extension thereof, and all taxes charged, laid or levied in addition to the foregoing under or by virtue of any present or future laws, rules, requirements, orders, directions, ordinances or regulations of the United States of America, or of the state, county or city government, or of any other municipal government or lawful authority whatsoever. The Lessee shall also be responsible for the payment of any assessments for improvements; provided, however, that if any such assessment shall be payable in installments, the Lessee shall not be required to pay any installment becoming due subsequent to the termination of this Lease; and provided, further, that if any such assessment shall be payable in a lump sum, the Lessee may submit to arbitration in accordance with Section 24 hereof the question of the proportion of the assessment which the Lessee should equitably be required to pay in the light of the nature of the improvement, the remaining term of this Lease and the existence of the option to renew set forth in Section 25 hereof. Unless required by a mortgagee to make payments into an escrow account for taxes, the Lessee shall, if so requested by the Lessor, pay the Lessor with each installment of rent an amount equal to one twelfth of the real estate taxes for the current year, if the amount thereof is known, or of such taxes for the prior year, if the amount thereof for current year is not known. Such amounts shall be held in escrow by the Lessor and utilized in partial or complete discharge of the Lessee's obligations to pay such taxes on or before the date upon which interest upon such taxes would otherwise start to accrue. If payments into an escrow account for taxes shall not be required by a mortgagee or by the Lessor, (1) the Lessee shall make the required payments directly to the appropriate taxing or other governmental authorities, and (2) the Lessor shall forward all tax bills, statements and charges imposed to the Lessee in time sufficient to enable the Lessee to pay the same without incurring interest or penalties and in time so that the Lessee may contest the same if it so desires. The Lessee shall also punctually pay and discharge all taxes which shall or may during the lease term of this Lease be charged, laid, levied or any extension thereof imposed upon or become a lien upon the stock in trade or other personal property of the Lessee attached to or used in connection with respect to any the Lessee's business conducted on the Premises by Tenant premises. Nothing herein contained shall require the Lessee to pay the Lessor's income or business profits taxes or any personal property used by Tenant in connection therewithtaxes on the rents reserved to the Lessor hereunder. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a Property taxes for the tax year at in which the commencement or termination of this Lease term hereof commences and for the tax year in which the term hereof terminates shall be prorated based upon apportioned between the ratio that Lessor and the Lessee in accordance with the number of days months or major fraction thereof during which each party shall be in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount possession of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of Leased Premises during such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereundertax years.

Taxes and Assessments. Tenant shall pay all real estate taxes and assessments becoming due and payable with respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant Xxxxxx is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by TenantXxxxxx. Tenant Xxxxxx agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunder.

Taxes and Assessments. Tenant Mortgagor shall, prior to delinquency, pay or cause to be paid each installment of all taxes and special assessments of every kind, now or hereafter levied against the Property or any part thereof, without notice or demand, and shall provide Mortgagee with evidence of the payment of same upon the request of Mortgagee. Mortgagor shall pay all real estate taxes and assessments becoming due and payable with respect which may be levied upon Mortgagee’s or the Lenders’ interest herein or upon this Mortgage or the debt secured hereby (excluding any income taxes or similar charges imposed upon Mortgagee or the Lenders), without regard to any law that may be enacted imposing payment of the whole or any part thereof upon the Mortgagee or any Lender. Notwithstanding anything contained in this Section to the Premises during contrary, Mortgagor shall have the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated right to pay or cause to be paid hereunder any such tax or special assessment under protest or to otherwise contest any such tax or special assessment but only if (i) such contest has the effect of preventing the collection of such tax or special assessment so contested and which relate also prevent the sale or forfeiture of the Property or any part thereof or any interest therein, (ii) Mortgagor promptly notifies Mortgagee in writing of its intent to any fraction of a contest such tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, special assessment, or chargeand (iii) if so requested in writing by Mortgagee, provided that prompt notice of such contest, objection, or opposition be given Mortgagor has deposited security in form and amount reasonably satisfactory to LandlordMortgagee, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to increases the amount of such security so deposited promptly after Mortgagee’s request therefor. Mortgagor shall prosecute or cause the taxesprosecution of all such contest actions in good faith and with due diligence and, assessmentspromptly after request from Mortgagee, or charges being contested, objected, or opposed by Tenantreport to Mortgagee on the status and results of such contest actions. Tenant agrees to hold Landlord harmless from and to fully If any such contest action is unsuccessful Mortgagor shall promptly pay and discharge the amounts finally all sums determined to be due following as required by the exercise of final order or ruling in such right to contest, object or oppose, together with contest action and in any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term event such payment shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect made prior to the rents due hereunderdate on which the Property may be sold, lost or forfeited under any writ or order issued pursuant to such final order or ruling.

Taxes and Assessments. Tenant agrees to pay as additional rent for the demised premises its proportionate share which equals One Hundred percent (100%) of all taxes assessments general and special, and all other governmental impositions which may be levied upon said premises or any part thereof, or upon any building or improvements at any time situated thereon, until the termination of the original term and of any extended term of this lease. All of such taxes, assessments and other impositions shall pay all be paid by Tenant forthwith, but no later than thirty (30) days after receipt of such tax xxxx from the Landlord, regardless of whether the Landlord shall have paid the same. The property taxes and assessments for the first and last year of the original term or any extended term, as the case may be, shall be prorated between Landlord and Tenant so that Tenant will be responsible for any such tax or assessments attributable to the period during which Tenant has possession of the premises in the year in which this lease commences and terminates. The so-called “due date” method or proration shall be used, it being presumed that taxes and assessments are payable in advance. In the event the Landlord shall contest the amount of real estate taxes and assessments becoming that may become due and payable with under this Lease Agreement, and Landlord shall be successful and receive a refund, Tenant shall receive a credit for such refund, less the cost of such appeal. As to assessments to be levied from the date hereof, Landlord, if provided the option, shall elect to pay same on an installment basis and Tenant shall be liable for payment in respect to the Premises during such installments as are allocable to the lease term and term. As to any extension thereofassessments which Landlord may be require to pay “in full”, and all taxes or other charges imposed during Tenant shall be liable for the “reasonable portion thereof applicable to the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewithterm”. TaxesTenant, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant its expense, shall have the right to contest any tax or assessment levied, assessed or imposed upon the leased premises, and Landlord, at Tenant’s written request, shall issue any consents or approvals in order to permit such contest, object. In any event the State of Michigan or any political subdivision thereof, or oppose the legality or validity any governmental authority having jurisdiction thereover, shall impose a tax and/or assessment of any taxkind or nature upon, assessment, against or charge, provided that prompt notice of such contest, objection, or opposition be given with respect to rentals payable by Tenant to Landlord, or on the income of Landlord derived from the leased premises (other than the current income tax and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal impact of the Single Business Tax), or with respect to the amount ownership of the taxesland and buildings comprising the leased premises, assessments, or charges being contested, objected, or opposed either by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise way of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole substitution for all or any part of the taxes, assessmentstaxes and assessments levied or assessed against such land and buildings, or charges now or hereafter leviedin addition thereto, assessed or imposed on such tax and/or assessment shall be deemed to constitute a tax and/or assessment against such land and such buildings for the purposes of this paragraph. To the extent that Tenant qualifies for ad valorem real estate and improvement thereon personal property tax abatement in accordance with the laws of the State of Michigan, Landlord agrees to be levied, assessed or imposed wholly or partially execute (without cost to Landlord) such documents as a capital levy, or otherwise, on the rents received there from, are reasonably necessary to allow Tenant shall pay to apply for and discharge the same with respect to the rents due hereunderobtain such tax abatement.

Taxes and Assessments. Tenant shall pay all real estate taxes and assessments becoming due and payable with respect Subject, to the Premises during extent applicable, to the lease term following provisions of this Section 5.01 and to the provisions of Sections 5.03 and 11.01 hereof (concerning "Permitted Contests"), Tenant covenants and agrees to discharge and pay before the same become delinquent and before any extension thereoffine, penalty or interest may be added for nonpayment, any and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, license or permit fees, excises, water rates and charges, governmental, community and private assessments, imposts and charges being contestedof every nature and classification, objectedgeneral and special, ordinary and extraordinary, unforeseen as well as foreseen, of every kind and nature whatsoever (all or opposed by Tenant. Tenant agrees any one of which are hereinafter referred to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses as "Tax") that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term Term and any extension thereof are levied, assessed, charged, laid or imposed, or become due and payable, upon the Premises or Landlord's fee simple and/or reversionary interest in the Premises or any extension thereofRent or Additional Rental reserved or payable hereunder (including any gross receipts or other taxes levied upon, assessed against or measured by the method Rent or Additional Rental); provided, however, that if at any time during the Term the methods of taxation prevailing at the commencement of the lease term Term shall be altered so as to cause that any imposition which at the whole commencement of or any part of during the taxes, assessments, Term is or charges now or hereafter shall be levied, assessed or imposed on real estate and improvement the improvements thereon to be is thereafter levied, assessed or imposed wholly or partially as a capital levy, or otherwise, (a) on the rents received there fromfrom real estate or the improvements thereon, or (b) as a tax assessment, levy or license fee (regardless of the form and regardless of the taxing authority) upon Landlord, measured by Rent and Additional Rental payable under this Lease, then all such substitute taxes, assessments, levies or license fees shall be deemed to be included within the meaning of the term "Tax" for purposes hereof, and Tenant shall pay and discharge the same with as herein provided in respect to the rents payment of Tax. Tax due hereunderduring the final year of the Term, or if this Lease is extended, the final year of any extension Term, will be prorated. Notwithstanding any provision in this Lease to the contrary, (i) Tenant shall not be deemed to be in default under this Lease until ten (10) days after Tenant has received copies of such bills and assessments for Taxes (whether from Landlord or from the authority imposing such Taxes); (ii) except for any tax now or hereafter imposed specifically on rents, Tenant shall not be required to pay or reimburse Landlord for the payment of Landlord's federal, state or local income tax (including any interest, penalties and additions to tax thereon or thereto) or any profit, inheritance, estate, succession, gift or franchise tax (regardless how named or denominated), any transfer tax imposed upon the sale of all or a part of Landlord's interest in the Premises, any tax, assessment, charge or levy imposed or levied upon or assessed against any property other than the Premises, any income or any business activity of Landlord, or any tax resulting from the misconduct (including tax fraud) of Landlord.

Taxes and Assessments. Tenant shall pay all real estate All ad valorem taxes and assessments becoming for the year in which the Closing occurs, which on the Closing Date are or may become liens on the Property, will be prorated as of the Closing Date. Likewise, if on the Closing Date the Property, or any part thereof, will be or will have been the subject of an assessment or assessments which are or may become payable in installments, of which the first installment is then a charge or lien, or has been paid, then for purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable with respect after the delivery of Seller's general warranty deed to the Premises during the lease term Purchaser, will be deemed to be due and any extension thereof, payable and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted be liens on the Premises by Tenant or any personal property used by Tenant in connection therewithProperty affected thereby and will be prorated. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to If the amount of the taxesad valorem taxes or assessments payable for the year in which the Closing occurs is not ascertainable at the time of the Closing, assessmentsthen the parties will prorate the said taxes and assessments on the basis of the amount of the tax bill or assessment for the previous year. Seller's prorated share of the said ad valorem taxes and assessments will be deducted from the Purchase Price and retained by Purchaser, and Purchaser will assume the obligation for the payment thereof for the year in which the Closing is held. If the actual ad valorem tax bill or other actual charges being contestedand assessments for the year of the Closing are more than the sums which were prorated at the Closing, objectedPurchaser will be solely responsible for payment of the difference. If the actual ad valorem tax bill or other actual charges and assessments are less than the sums which were prorated at the Closing, or opposed by Tenantthe benefit will inure to Purchaser without obligation to reimburse Seller for any portion of the overage. Tenant agrees to hold Landlord harmless from If Seller has already paid such taxes and to fully pay and discharge assessments for the amounts finally determined to be due following year in which the exercise Closing is held, Purchaser's prorated share of such right taxes and assessments will be added to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon the Purchase Price and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing paid to Seller at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderClosing.

Taxes and Assessments. Tenant shall pay before delinquency any and all real estate taxes taxes, assessments, levies, possessory interest taxes, and other charges and governmental fees, general and special, ordinary and extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, including, but not limited to assessments becoming for public improvements or benefits, which prior to or during the Term of this Lease are laid, assessed, levied, or imposed upon or become due and payable with respect to and a lien upon or represent an escape assessment from (i) the Premises during the lease term and and/or any extension thereof, and all taxes or other charges imposed during the lease term improvements situated thereon or any extension part thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxesproperty, assessments equipment or other charges which facility used in the operation thereof; or (ii) the rent or income received from subtenants or licensees; or (iii) any use or occupancy of the Premises and of any rights, obligations, easements and franchises as may now or hereafter be appurtenant, or appertain to the use thereof. Notwithstanding the foregoing, in the case of any special assessment levied upon the Premises, or any part thereof, during the Term of this Lease, Tenant is shall be obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year in full at the commencement inception (or provide Landlord sufficient funds which, together with the accrual of investment yield thereon, shall be sufficient to pay to maturity all installments) the amount of any such special assessment. Nothing in this Section shall limit Landlord's right to recover, as Additional Rent, Taxes and Assessments payable after termination of this Lease pursuant to Section 26 of this Lease. The provisions of this Section 7 shall be prorated based survive the expiration or earlier termination of this Lease; provided, however, that nothing herein shall obligate Tenant to pay Taxes and Assessments which are both (i) imposed upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal Premises subsequent to the amount termination of the taxes, assessments, this Lease and (ii) applicable to a period or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect periods subsequent to the rents due hereundertermination of this Lease.

Taxes and Assessments. Tenant Any delinquent real estate taxes and any delinquent installments of assessments (including penalties and charges) on the Property shall pay be paid at the Close of Escrow from funds accruing to Seller. All real estate taxes on the Property for the fiscal tax year in which the Proration Date occurs shall be estimated based upon the most recently available real estate tax xxxx and prorated as hereinafter described at the Close of Escrow based upon such estimate. Buyer and Seller shall re-prorate the real estate taxes following the Close of Escrow upon receipt of the actual real estate tax xxxx for the fiscal year in which the Proration Date occurs. Buyer shall be credited with an amount equal to all real estate taxes which have accrued prior to the Proration Date but only to the extent such real estate taxes are not paid or payable by Tenants. Buyer shall also be credited with an amount equal to all real estate taxes already collected or received by Seller from Tenants and assessments becoming attributable to periods prior to the Proration Date, so long as such amounts have not previously been used to pay real estate taxes already due, If, after the Proration Date, any additional real estate taxes are assessed against the Property by reason of back assessments, corrections to previous tax bills and similar reasons relating to the period prior to the Proration Date, Seller shall pay all such additional real estate taxes, except to the extent the same are collected from Tenants or which would then be currently due and payable from Tenants pursuant to the terms of their respective Tenants Leases, to the extent such Tenant Leases are then currently in effect. If, after the Close of Escrow, any real estate tax or assessment savings or refunds are made with respect to the Premises during Property by reason of successful tax contest proceedings or appeals, corrections to tax bills or similar reasons relating to the lease term and any extension thereofperiod prior to the Proration Date, if funds remain after required payments to Tenants, then Seller shall be promptly reimbursed for all amounts of such refund(s) or saving(s) attributable to the period prior to the Proration Date, less Seller's reasonable out-of-pocket costs of collection, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease Buyer shall be prorated based upon the ratio that the number of days in such fractional tax year bears entitled to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice all amounts of such contest, objection, refund(s) or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal saving(s) attributed to the amount of periods after the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderProration Date.

Taxes and Assessments. Tenant Mortgagor shall pay promptly when due all real estate taxes taxes, assessments, rates, dues, charges, fees, levies, fines, impositions, liabilities, obligations, liens and assessments becoming due encumbrances of every kind and payable with respect to nature whatsoever now or hereafter imposed, levied or assessed upon or against the Premises during the lease term and Mortgaged Property or any extension part thereof, or upon or against this Mortgage or Mortgagor’s Liabilities or upon or against the interest of Lender in the Mortgaged Property, as well as all taxes, assessments and all taxes other governmental charges levied and imposed by the United States of America or any state, county, municipality or other charges imposed during taxing authority upon or in respect of the lease term Mortgaged Property or any extension thereof part thereof; provided, however, that unless compliance with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxesapplicable laws requires that taxes, assessments or other charges which Tenant is obligated to pay or cause to must be paid hereunder as a condition to protesting or contesting the amount thereof, Mortgagor may in good faith, by appropriate proceedings commenced within ninety (90) days of the due date of such amounts and which relate to any fraction of a tax year at thereafter diligently pursued, contest the commencement validity, applicability or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity amount of any asserted tax, assessment or other charge and pending such contest Mortgagor shall not be deemed in default hereunder if on or before the due date of the asserted tax or assessment, Mortgagor shall first either (i) deposit with Lender a bond or charge, provided that prompt notice of such contest, objection, or opposition be given other security satisfactory to Landlord, and provided further that Tenant promptly thereafter set aside Lender in a separate escrow account funds equal to the amount of 150% of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise amount of such right tax or assessment or (ii) obtain an endorsement, in form and substance satisfactory to contestLender, object to the loan policy of title insurance issued to Lender insuring the lien of this Mortgage, insuring over such tax or opposeassessment. Mortgagor shall pay the disputed or contested tax, together with assessment or other charge and all interest and penalties due in respect thereof on or before the date any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement adjudication of the lease term shall be altered so validity or amount thereof becomes final and in any event no less than thirty (30) days prior to any forfeiture or sale of the Mortgaged Property by reason of such non-payment. Upon Lender’s request, Mortgagor will promptly file, if it has not theretofore filed, such petition, application or other instrument as is necessary to cause the whole Land and Improvements to be taxed as a separate parcel or any parcels which include no property not a part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderMortgaged Property.

Taxes and Assessments. Tenant shall pay all The ad valorem real estate taxes and assessments becoming due (both governmental and payable private)shall be apportioned through the Closing Date at the Seller’s expense (Seller to have the last day). The proration thereof shall be calculated upon the basis of the most recent tax information, including confirmed multipliers. Any special assessment, regardless of whether such special assessment is a lien on the Property or is required under the covenants, restrictions, or declarations of a subdivision, development, or condominium, which is a onetime assessment being paid in installments by the Seller, shall be paid in full at Seller’s expense at the time of Closing. All such taxes and assessments shall constitute a credit to Buyer against the Purchase Price and shall relieve the Seller from any liability to Buyer in connection herewith; however, in the event that the real estate taxes and assessments (specified or otherwise) prorated hereunder are overpaid/underpaid by more than five hundred dollars ($500.00), the party aggrieved by this discrepancy shall be promptly reimbursed such discrepancy by the party receiving the benefit of the discrepancy upon receipt of a written request along with respect verification of the overpayment/underpayment. Xxxxx should not assume that Xxxxx’s future real estate taxbills on the property will be the same as the Seller’s present tax bill. Be aware that the Illinois Disabled Veterans standard homestead exemption gives Veterans with service-connect disabilities a lesser amount of taxes. These Veterans will not pay the $500 over or under on the tax bill. If the Property is not separately assessed and is part of a larger parcel assessed for tax purposes, the Taxes for the Property shall be further prorated as follows: (i) the value of all improvements on theProperty as reflected in the County records and (ii) proportion that the square footage land area of the Property bears to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount square footage land area of the taxeslarger parcel. IN ANY EVENT, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderTHE REAL ESTATE AGENT(S) AND THE CLOSING AGENT SHALL NOT BE 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 RESPONSIBLE TO EITHER PARTY FOR COLLECTION OF SUCH DISCREPANCY.

Taxes and Assessments. Tenant Borrower shall pay all real estate taxes and assessments becoming due and payable with respect relating to the Premises during the lease term and any extension Collateral prior to delinquency thereof, and all shall deliver to the Agent receipted bills for taxes and assessments promptly upon Borrower's receipt thereof. Notwithstanding the foregoing, Borrower shall not be required to pay any taxes or other charges imposed assessments as long as Borrower shall contest, in good faith and at its expense, the existence, the amount or the validity thereof by appropriate proceedings; provided that such proceedings shall operate during the lease term or any extension pendency thereof with respect to any business conducted on prevent (A) the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxescollection of, assessments or other charges which Tenant is obligated realization upon, such taxes or assessments so contested, (B) the sale, forfeiture or loss of the Collateral to pay satisfy the same, (C) any interference with the use or cause occupancy of the Collateral, and (D) any interference with the payment of Borrower's obligations under the Loan. Borrower agrees that each such contest shall be promptly and diligently prosecuted to be paid hereunder and which relate to any fraction a final conclusion, except that Borrower shall, as long as the conditions of a tax year at the commencement or termination first sentence of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall paragraph are at all times complied with, have the right to contestattempt to settle or compromise such contest through negotiations. Borrower shall pay and save the Lenders harmless against any and all losses, objectjudgments, or oppose decrees and costs (including all reasonable attorneys' fees and expenses) in connection with any such contest and shall, promptly after the legality or validity of any tax, assessment, or charge, provided that prompt notice final determination of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally which shall be levied, assessed, charged or imposed or be determined to be due following the exercise of such right to contest, object payable therein or opposein connection therewith, together with any all penalties, fines, interestsinterest, costscosts and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or expenses that may accrue, decreed as a result thereof. No such contest shall subject the Lenders to the risk of any material civil liability or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunderany criminal liability. If at the Lenders reasonably believe that such contest is not in compliance with the requirements of this paragraph, then, upon written demand by any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxesLenders, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant Borrower promptly shall pay and discharge the same with respect to the rents due hereunderamount of such taxes or assessments so contested, which payment may be made under protest.

Taxes and Assessments. Tenant shall pay all real Real estate taxes and assessments becoming due and payable imposed by any governmental authority (“Taxes”) with respect to the Premises during Real Property for the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and will not be) reimbursable by tenants under the Leases (or under leases entered into after the Close of Escrow for vacant space existing at the commencement or termination Close of this Lease Escrow) as Operating Costs shall be prorated as of the Close of Escrow based upon the ratio that most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to (a) any period after the Close of Escrow, and (b) any period before the Close of Escrow to the extent reimbursable as Operating Costs by (i) existing tenants under the Leases and not yet received from such tenants, or (ii) future tenants that may execute leases covering space in such fractional tax year bears the Real Property that is vacant as of the Close of Escrow. If, as of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to 365. Tenant protest any Taxes for the Real Property, then Buyer agrees that Seller shall have the right (but not the obligation), after the Closing Date, to contestcontinue such protest. In such case, object, or oppose any Taxes paid by Buyer after the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same Closing Date with respect to the rents Real Property shall be paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to the Real Property. Buyer further agrees to cooperate with Seller and execute any documents requested by Seller in connection with such protest. As to the Real Property, any tax savings received (“Tax Refunds”) for the relevant tax year under any protest, whether filed by Seller or Buyer, shall be prorated between the parties based upon the number of days, if any, Seller and Buyer respectively owned the Real Property during such relevant tax year; if such protest was filed by a Seller, any payment of Tax Refunds to Buyer shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys’ fees. Seller shall have the obligation to refund to any tenants in good standing as of the date of such Tax Refund, any portion of such Tax Refund paid to Seller which may be owing to such tenants, which payment shall be paid to Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants’ entitlement to such Tax Refunds. Buyer shall have the obligation to refund to tenants in good standing as of the date of such Tax Refund, any portion of such Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed to the other party, the receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due hereunderto Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. Commencing on the Effective Date and continuing thereafter throughout the term of this Lease, Tenant shall, in equal monthly installments with the Base Rent, pay to Landlord as Additional Rent one-twelfth (1/12) of the estimated "taxes and assessments" for the then current calendar year. The term "taxes and assessments" shall pay all real estate include every type of tax, charge, or imposition now or hereafter assessed against the Premises, including, but not limited to, ad valorem taxes, special assessments, and governmental charges excepting only income taxes imposed upon Landlord; the term "taxes and assessments" shall include any tax levied or imposed upon or assessed against the rent reserved or payable hereunder or income arising herefrom to the extent the same is in lieu of or a substitute for any of the taxes and assessments becoming hereinabove described. The initial monthly payment shall be based on the "taxes and assessments" for the calendar year during which the term of this Lease commences (or, if bills for such year have not yet been issued, shall be estimated by Landlord based on the most recent millage rate and assessment of the Property). On or about January 1 of each calendar year during the term of this Lease, Landlord shall estimate the amount of "taxes and assessments" for the new calendar year and shall deliver to Tenant a statement of such amount. Subsequent installments shall be the new monthly amount until adjusted pursuant to this subparagraph; and Tenant shall deliver to Landlord with the next regular payment of Base Rent, along with the new monthly amount, the total amount of the monthly increase for each installment which had already come due for the new calendar year. In the event that Landlord does not deliver a new notice for any particular calendar year, Tenant shall continue to pay the amount it paid for the previous calendar year until adjusted. Promptly following receipt of tax bills, Landlord shall notify Tenant of the actual amount of "taxes and assessments" payable with respect by Tenant hereunder and any adjustment necessary shall be made to the Premises Additional Rent payments next coming due under this subparagraph (or by cash payments if the reconciliation is not made until after the expiration or termination of this Lease). All amounts payable hereunder shall be prorated for any partial calendar year during the lease term of this Lease. Landlord shall provide Tenant with a copy of any bills for "taxes and assessments" for any extension thereof, and all taxes or other charges imposed calendar year during the lease term or any extension thereof with respect to any business conducted on of this Lease within thirty (30) days following written request. The provisions of this Paragraph shall survive the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement expiration or termination of this Lease shall be prorated based upon the ratio that the number of days until all amounts due and payable hereunder have been paid in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderfull.

Taxes and Assessments. Tenant Ad valorem property taxes that are or will be assessed against and attributable to the existing tax parcel(s) that include any part of the Property (“Taxes”) and special assessments, including drainage assessments, if any, that are or will be assessed against and attributable to the existing tax parcel(s) that include any part of the Property (“Assessments”) shall be allocated and paid in accordance with this Section unless otherwise mutually agreed by the parties in writing. At the time of Closing, Seller shall pay any unpaid balance of the Taxes due in 2018 for the entire 2017 tax year, any unpaid Taxes for any earlier period, and any unpaid Assessments last payable without a penalty on or before the day of Closing, all real estate taxes of which shall be paid directly to the appropriate tax collection office out of Seller’s proceeds at Closing. The 2018 Taxes due in 2019 shall be estimated by Seller based on 100% of the amount last billed for a calendar year (“Estimated 2018 Taxes”). The Estimated 2018 Taxes (as may be adjusted by Seller, in its sole discretion, for any tax parcel split which may be applicable to the Purchased Tract(s) following Closing) shall be paid via credit against the sums due from Buyer at Closing, and assessments becoming Buyer shall then pay (and indemnify Seller for) the 2018 Taxes when billed after Closing to the extent attributable to the Property. Buyer shall assume and pay all Assessments that are last payable without a penalty after the date of Closing, to the extent attributable to the Property. If the conveyance of the Property involves a tax parcel split and any Taxes and/or Assessments are billed after Closing in a manner which does not reflect the split, Buyer shall cooperate with the other owner(s) of land from the same parent parcel to facilitate the timely payment of such Taxes and/or Assessments, and Buyer shall pay (and indemnify Seller for) the portion attributable to the Property. SELLER’S ESTIMATE OF THE 2018 TAXES AND ANY ADJUSTMENT MADE BY SELLER FOR ANY APPLICABLE TAX PARCEL SPLIT SHALL BE CONCLUSIVE. AS BETWEEN BUYER AND SELLER, THE ESTIMATED CREDIT FOR 2018 TAXES AT CLOSING SHALL NOT BE SUBJECT TO ANY FURTHER SETTLEMENT OR ADJUSTMENT AFTER CLOSING EVEN THOUGH THE AMOUNT ESTIMATED AT CLOSING MAY VARY FROM THE ACTUAL AMOUNT DUE ONCE THE TAX RATES, ASSESSMENTS AND/OR PARCEL SPLITS ARE FINALIZED. AFTER CLOSING, NEITHER SELLER, AUCTION COMPANY NOR CLOSING AGENT SHALL HAVE ANY LIABILITY, RESPONSIBILITY OR OBLIGATION WHATSOEVER FOR ANY TAXES OR ASSESSMENTS THAT ARE OR WILL BE ASSESSED AGAINST AND ATTRIBUTABLE TO THE PROPERTY. Notwithstanding the foregoing provisions, in lieu of a credit to Buyer, Seller may elect to deliver to the Closing Agent, at the time of or prior to Closing, the entire amount of the Estimated 2018 Taxes to be: (a) held in escrow and applied towards the payment of the 2018 Taxes when billed after Closing; or (b) paid directly to the county as an estimated prepayment of the 2018 Taxes. In any event, having received the benefit of Seller’s estimated payment via credit, escrow or direct prepayment as provided above, Buyer shall then pay all Taxes and Assessments which become due after Closing to the extent attributed to the Property (and payable to the extent not paid via escrow or direct prepayment as provided above). When the 2018 Taxes are billed after Closing, any shortage or surplus with respect to the Premises during the lease term and any extension thereofestimated amount paid by Seller (whether via credit, and all taxes escrow or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to direct prepayment) shall be paid hereunder and which relate or retained by or refunded to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal Buyer (to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect extent attributed to the rents due hereunderProperty).

Taxes and Assessments. Tenant As additional rental, the LESSEE agrees to pay the amount of all taxes and assessments levied and assessed against the premises and LESSEE'S proportionate share (as hereinafter set forth) of all taxes and assessments levied and assessed against the parking and common areas of the Shopping Center which shall become due and payable during the original or any exercised renewed term hereof. LESSEE shall have the right to pay such items directly to the taxing authority prior to delinquency or to pay the same directly to LESSOR, not later than fifteen (15) days prior to the delinquency date. In the latter event, LESSOR shall, as soon as practicable after LESSOR'S payment of said items, provide LESSEE with evidence of such payment. If the Shopping Center is taxed as a unit, the LESSEE shall be liable for only such proportion of such taxes and assessments as the number of square feet of floor space in the premises bears to the proposed total number of square feet of floor space in the Shopping Center as depicted on Exhibit "A". Notwithstanding the foregoing, either LESSOR or LESSEE, by notice to the other, may request, in lieu of an apportionment of real estate taxes based upon floor space, that real estate taxes are allocated in an alternative manner to the various components of the Shopping Center in a manner which is fair and reasonable and is based upon information as used by the tax assessor (including assessor's worksheets or such other information as may reasonably be available to LESSOR establishing the amount of such real estate taxes). If this alternative calculation is used, LESSEE shall pay one hundred percent (100%) of all real estate taxes fairly allocable to the land immediately beneath the building and all areas LESSEE has the exclusive right to use, and LESSEE'S proportionate share of real estate taxes fairly allocable to land and improvements that are within the common area, that are not devoted to the exclusive use of any other tenant of the Shopping Center. In the event that LESSOR and LESSEE are unable to agree as to the appropriate allocation, either party may request that such be submitted to arbitration to be conducted in like manner as arbitration is provided for within paragraph 18. Such taxes and assessments becoming due must be billed by LESSOR and payable LESSEE no later than ninety (90) days after receipt of the final tax billing from the local taxing authority to LESSOR. If such notice is not received by LESSEE within ninety (90) days, LESSEE'S obligation to pay such taxes and assessments shall be unaffected, unless LESSEE has, after the expiration of such ninety (90) day period, assigned this lease or sublet the premises and is no longer in possession of the premises except through an assignee or sublessee. In that event, NETCO FOODS, INC. shall have no liability with respect to the Premises payment of such taxes and assessments, but the payment thereof shall be enforceable against such assignee or sublessee only. In such event, and for such purpose, LESSEE hereby assigns to LESSOR, the right of LESSEE (as SUBLESSOR) to demand, receiver, and collect from any sublessee of LESSEE, such taxes and assessments to the extent provided for in any sublease of the premises entered into by LESSEE (as SUBLESSOR). Provided, however, that for any partial tax year occurring during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term original or any extension thereof with respect to any business conducted on renewed term hereof, the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease LESSEE shall be prorated based upon the ratio liable for only that portion of such taxes and assessments as the number of days in such fractional partial tax year bears to three hundred sixty-five (365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunder).

Taxes and Assessments. Tenant shall pay all All real estate taxes and assessments becoming on the Property shall be prorated as provided in this subparagraph (a). Real estate and personal property taxes due and payable with respect to the Premises during Property in the lease term and any extension thereof, and all year in which the Closing occurs (regardless of when such taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease accrue) shall be prorated based upon on the ratio that portion of the number year which has elapsed prior to the Closing Date. If the amount of days any such taxes has not been determined as of Closing, such credit shall be based on the most recent ascertainable taxes, and the tax proration shall not be re-calculated following the Closing. Seller shall also give Buyer a credit for any special assessments against the Property which are due and payable prior to Closing, and Buyer shall be responsible for all special assessments due and payable on or after the Closing. Upon the Closing Date and subject to the adjustment provided above, Buyer shall be responsible for real estate taxes and assessments on the Property payable following the Closing Date. In no event shall Seller be charged with or be responsible for any increase in such fractional tax the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into at any time or for any reason. With respect to the current year bears to 365. Tenant shall have and all prior periods, Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, or oppose in its sole discretion, to settle the legality or validity same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings. All net tax refunds and credits attributable to any period prior to the Closing Date shall belong to and be the property of Seller. All net tax refunds and credits attributable to any period subsequent to the Closing Date shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Closing Date, or chargeas may be necessary to carry out the intention of this subparagraph, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Buyer will cause any transferee to hold Landlord harmless from and to fully pay and discharge assume the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so obligations set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderforth herein.

Taxes and Assessments. Tenant shall Lessee agrees to pay all real estate water, rents, taxes and assessments becoming due general and payable with respect to the Premises during the lease term special, sanitary and any extension thereofstorm sewer assessments and user fees, and all taxes other impositions ordinary and extraordinary, of every kind and nature whatsoever (“Impositions”) levied or other charges imposed assessed upon the Demised Premises or any part thereof or upon any of the buildings or improvements at any time situated thereon or levied or assessed upon the interest of the Lessee or the Lessor in or under this Lease during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewithof this Lease. Taxes, assessments or other charges which Tenant is obligated to pay or cause to The Impositions shall be paid hereunder by the Lessee prior to delinquency. Lessee covenants and which relate agrees to any fraction of a tax year deliver to the Lessor, at the commencement or termination place where rent is payable, documentation showing the payments of this Lease shall be prorated based upon the ratio Impositions within thirty (30) days after the respective payments evidenced thereby. It is further agreed that the number of days in such fractional tax year bears to 365. Tenant Lessor shall have the right at all times during the term of this Lease to contestpay any Impositions upon the Demised Premises, objectthe buildings at any time situated thereon or any interest therein remaining unpaid after the same shall have become delinquent and to pay, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlordcancel, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds clear all liens, charges and claims upon or against the Demised Premises which the Lessee is obligated by this Lease to pay and redeem any of them from time to time, and the amount so paid, including reasonable expenses, shall be additional rent due from the Lessee to the Lessor the day rent is next payable with interest at an annual rate equal to the amount Prime Rate as published in the Wall Street Journal, plus two percent (2%) from the date of the taxespayment thereof by the Lessor until the repayment thereof to the Lessor by the Lessee; it being expressly agreed, assessmentshowever (all other provisions of this Lease to the contrary notwithstanding) that the Lessee shall not be required to pay, discharge or charges being contested, objected, remove any Impositions or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge charge upon or against the amounts finally determined to be due following Demised Premises or any part thereof or the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If improvements at any time during situated thereon so long as the lease term Lessee shall in good faith contest the same or any extension thereofthe validity thereof by appropriate proceedings, which shall operate to prevent the method of taxation prevailing at the commencement collection of the lease term shall be altered Impositions so as to cause contested or the whole sale of the Demised Premises or any part thereof to satisfy the same and that pending the outcome of any such proceedings the Lessor shall not have the right to pay, remove, or discharge the Impositions thereby contested. The Lessee shall at all times indemnify and hold the Lessor harmless from any and all legal claims arising out of Lessee’s nonpayment of the taxesImpositions, assessmentsunless and except where legitimately contested or disputed pursuant to the terms of this Lease or to the extent caused by the Lessor’s actions or omissions. Notwithstanding the exceptions to Lessee’s indemnification obligation contained in this Paragraph 14, the parties do not intend, and this Paragraph 14 does not, negate or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, nullify any right on the rents received there from, Tenant shall pay part of the Pinal County to levy taxes and discharge the same other assessments as provided by and in accordance with respect to the rents due hereunderArizona law.

Taxes and Assessments. Tenant Ad valorem property taxes that are or will be assessed against and attributable to the existing tax parcel(s) that include any part of the Property (“Taxes”) and special assessments, including drainage assessments, if any, that are or will be assessed against and attributable to the existing tax parcel(s) that include any part of the Property (“Assessments”) shall be allocated and paid in accordance with this Section unless otherwise mutually agreed by the parties in writing. At the time of Closing, Seller shall pay any unpaid balance of the 2020 Taxes due in 2021 (“2020 Taxes”), any unpaid Taxes for any earlier period, and any unpaid Assessments last payable without a penalty on or before the day of Closing, all real estate taxes and assessments becoming due of which shall be paid directly to the appropriate tax collection office out of Seller’s proceeds at Closing. If not ascertainable and payable at the time of Closing, the 2020 Taxes shall be estimated by Seller based on 100% of the 2019 Taxes due in 2020 (“Estimated 2020 Taxes”). The Estimated 2020 Taxes (as may be adjusted by Seller, in its sole discretion, for any tax parcel split which may be applicable to the Purchased Tract(s) following Closing) shall be paid by Seller via credit against the sums due from Buyer at Closing, and Buyer shall then pay (and indemnify Seller for) all Taxes and Assessments due after Closing to the extent attributable to the Property. Buyer shall be responsible for the 2021 Taxes due in 2022 (“2021 Taxes”) to the extent attributable to the Property. For the avoidance of doubt, there will be no proration of 2021 Taxes regardless of the date of Closing. If the conveyance of the Property involves a tax parcel split and any Taxes and/or Assessments are billed after Closing in a manner which does not reflect the split, Buyer shall cooperate with the other owner(s) of land from the same parent parcel to facilitate the timely payment of such Taxes and/or Assessments, and Buyer shall pay (and indemnify Seller for) the portion attributable to the Property. SELLER’S ESTIMATE OF THE 2020 TAXES AND ANY ADJUSTMENT MADE BY SELLER FOR ANY APPLICABLE TAX PARCEL SPLIT SHALL BE CONCLUSIVE. AS BETWEEN BUYER AND SELLER, THE ESTIMATED CREDIT FOR 2020 TAXES AT CLOSING SHALL NOT BE SUBJECT TO ANY FURTHER SETTLEMENT OR ADJUSTMENT AFTER CLOSING EVEN THOUGH THE AMOUNT ESTIMATED AT CLOSING MAY VARY FROM THE ACTUAL AMOUNT DUE ONCE THE TAX RATES, ASSESSMENTS AND/OR PARCEL SPLITS ARE FINALIZED. AFTER CLOSING, NEITHER SELLER, AUCTION COMPANY NOR CLOSING AGENT SHALL HAVE ANY LIABILITY, RESPONSIBILITY OR OBLIGATION WHATSOEVER FOR ANY TAXES OR ASSESSMENTS THAT ARE OR WILL BE ASSESSED AGAINST AND ATTRIBUTABLE TO THE PROPERTY. Notwithstanding the foregoing provisions, in lieu of a credit to Buyer, Seller may elect to deliver to the Closing Agent, at the time of or prior to Closing, the entire amount of the Estimated 2020 Taxes to be: (a) held in escrow and applied towards the payment of the 2020 Taxes when billed after Closing; or (b) paid directly to the county as an estimated prepayment of the 2020 Taxes. In any event, having received the benefit of Seller’s estimated payment via credit, escrow or direct prepayment as provided above, Buyer shall then pay all Taxes and Assessments which become due after Closing to the extent attributed to the Property (and to the extent not paid via escrow or direct prepayment as provided above). When the 2020 Taxes are billed after Closing, any shortage or surplus with respect to the Premises during the lease term and any extension thereofestimated amount paid by Seller (whether via credit, and all taxes escrow or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to direct prepayment) shall be paid hereunder and which relate or retained by or refunded to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal Buyer (to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect extent attributed to the rents due hereunderProperty).

Taxes and Assessments. All non-delinquent real property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall pay all be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to reproration after Closing. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments becoming due on the Property payable from and payable after the Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the Closing. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or validity to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Closing, or chargeas may be necessary to carry out the intention of this subparagraph, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Buyer will cause any transferee to hold Landlord harmless from and to fully pay and discharge assume the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so obligations set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderforth herein.

Taxes and Assessments. Commencing on the day Landlord delivers access to the Premises to Tenant for Tenant to install Tenant improvements, the Tenant shall pay, within ten (10) days after receipt by Tenant of Landlord's xxxx, as additional rent hereunder, in each year during the term Tenant's pro rata percentage as set forth in Section 1.1 of the real estate taxes (meaning all general and special taxes and assessments imposed by governmental authorities of the City of Waltham having jurisdiction over the land, buildings and improvements of which the Premises forms a part and assessed against the owners of the real property; provided, however, with regard to special assessments, Tenant shall only be responsible for a reasonable allocation thereof based on the term of the Lease). In addition, Tenant shall pay all ad valorem taxes, if any, allocable to Tenant's signs and business equipment in the Premises. If some method or type of taxation replaces the current method of assessment of real estate taxes taxes, or the type thereof by the City of Waltham, Tenant agrees that Tenant shall pay its pro rata share of the same; and assessments becoming due and payable with respect to if a tax (other than a Federal or State net income tax) is assessed on account of the Premises during the lease term and any extension thereof, and all taxes rents or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises payable by Tenant or any personal property used by to Landlord under the Lease, Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated agrees to pay or cause to be paid hereunder and which relate to its pro rata share of the same unless applicable law prohibits the payment of such tax by Tenant. Tenant's liability under this paragraph for any fraction of a tax year at which does not fall entirely within the commencement or termination term of this Lease shall be prorated apportionately prorated. Notwithstanding the foregoing, nothing herein contained shall otherwise require or be construed to require Tenant to reimburse Landlord for any inheritance, estate, succession, transfer, gift, franchise income or earnings, profit, excess profit, capital stock, capital levy or corporate or other similar tax which is or may be imposed upon Landlord or upon Landlord's business. Real estate taxes and assessments subject to reimbursement by Tenant shall not include (i) any item to the extent otherwise included in Landlord's Operating Expenses, (ii) any environmental assessments, charges or liens arising in connection with the remediation of Hazardous Materials from the Property which existed prior to the Commencement Date or which was introduced onto the property by Landlord or its representatives, (iii) any of Landlord's personal property taxes, or (iv) any excise transfer taxes caused by any change in ownership of the Property or any part thereof. If a reduction in property taxes and/or assessments is obtained for any year of the Term during which Tenant paid tenant's percentage of taxes and assessments, then Landlord shall provide Tenant with a credit against Tenant's next due obligations for Rent and Tenant's Percentage of Operating Expenses or, if none, refund such amounts to Tenant within thirty (30) days based upon on such adjustment. If at least twenty (20) days prior to the ratio last day for filing application for abatement of real estate taxes for any tax year, Tenant shall give notice to Landlord that the number Tenant desires to file an application or abatement of days in such fractional real estate taxes for said tax year bears and, if within ten (10) days after the receipt of said notice, Landlord shall not give notice to 365. Tenant that it shall file such application, Tenant shall have the right either in its own name or in the name of Landlord, but at its own cost and expense to contestfile such application. If within ten (10) days after receipt by Landlord of such notice by Tenant, objectLandlord shall give Tenant notice that Landlord shall file such application, Landlord shall file the same prior to the expiration of the time for filing of the same, at its own cost and expense. In the event, notwithstanding the foregoing, if any abatement by whomever prosecuted shall be obtained, the cost and expense of obtaining the same shall be a first charge upon the said abatement. If Tenant shall file an application for abatement pursuant to the provisions of this paragraph, Tenant will prosecute the same to final determination with due diligence and shall not, without Landlord's written consent (which consent will not be unreasonably withheld, conditioned or oppose delayed) settle, compromise or discontinue the legality same, except, however, Tenant may discontinue the prosecution of the same at any time after giving Landlord notice thereof and an opportunity to take over the prosecution of the same. If Landlord shall file an application for abatement for any tax year after having received notice from Tenant that Tenant desires to file an application for abatement for said tax year, Landlord shall prosecute the same to final determination with due diligence and shall not, without Tenant's written consent (which consent will not be unreasonably withheld, conditioned or delayed), settle, compromise or discontinue the same, except, however, Landlord may discontinue the prosecution of the same at any time after giving Tenant notice thereof and an opportunity to take over the prosecution of the same. If either party shall prosecute an application for abatement, the other party will cooperate and furnish any pertinent information in its files reasonably required by the prosecuting party. Neither the filing of an application for abatement of real estate taxes, nor the prosecution of any other proceedings contesting the amount or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the real estate taxes, assessments, or charges being contested, objected, or opposed shall relieve Tenant of its obligations to pay real estate taxes as and when provided herein. All abatements of real estate taxes previously paid by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply belong to Tenant less the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate costs and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderexpenses reasonably incurred in obtaining such abatement.

Taxes and Assessments. Throughout the Lease Term, Tenant shall pay pay, as and when due, all real estate taxes property taxes, assessments, special or otherwise, water and assessments becoming due sewer rents and payable with respect to the Premises during the lease term and any extension thereofcharges, and all other charges of every kind and description that may be levied against the Leased Premises, any building or improvement thereon or any use or enjoyment thereof, by any governmental authority. Tenant also shall pay, as and when due, all taxes, license fees and all other charges of every kind and description that may be imposed by any governmental authority on the Tenant's leasehold interest or on any fixtures, equipment, appliances, goods, inventory and any other personal property placed upon the Leased Premises by Tenant. Landlord shall cause all bills relating to the real property taxes to be forwarded to Tenant upon receipt. Tenant shall, upon Landlord's request, deliver to Landlord sufficient receipts or other charges imposed during the lease term or evidence of payment. If any extension thereof with respect to any business conducted on the Premises such taxes paid by Tenant shall cover any period of time prior to or any personal property used by Tenant in connection therewith. Taxesafter the expiration of the Term, assessments or other charges Tenant's share of such taxes shall be equitably prorated to cover only the period of time within the tax fiscal year during which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon in effect and Landlord shall reimburse Tenant to the ratio that the number of days in extent required. If Tenant shall fail to pay any such fractional tax year bears to 365. Tenant taxes, Landlord shall have the right to contestpay the same, objectin which case Tenant shall repay such amount to Landlord with Tenant's next rent installment together with interest as provided in Paragraph 35. It is expressly agreed, however, that Tenant shall not be required to pay or discharge any real estate taxes or assessments, either general or special, or oppose other charges for which Tenant, pursuant to the legality or validity of any taxabove, assessmentmay be liable, so long as Tenant shall in good faith contest the same, or chargethe validity thereof, by appropriate legal proceedings that shall operate to prevent the collection of the tax or assessment and the sale of the Leased Premises or any part thereof to satisfy the same. Pending any such legal proceedings Landlord shall not have the right to pay, discharge or remove the tax or assessments thereby contested, provided that prompt notice Tenant shall, prior to the date such tax or assessment is due and payable, have given such reasonable security as may be demanded in writing by Landlord to insure such payment and to prevent any sale or forfeiture of the Leased Premises by reason of such contestnonpayment not to exceed, objectionhowever, or opposition be given to Landlord, one and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to one-half times the amount of the taxesany such tax or assessment, assessments, or including any penalties and/or interest charges being contested, objected, or opposed thereon imposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderlaw.

Taxes and Assessments. 8.1. The real property and other taxes described below levied against the Leased Premises for June-December 1989, will be prorated between Landlord and Tenant with Tenant paying all such taxes attributable to such period after October 19, 1989. After December 31, 1989, Tenant shall bear, pay and discharge when due, and before any fine, penalty, interest or cost may be added thereto or become due or be imposed by operation of law, all existing and future taxes (including real estate property taxes), assessments, duties, impositions, burdens and charges whatsoever levied, assessed, charged or imposed, whether by the nation, state or any county, city or other public authority, upon the Leased Premises and improvements thereon, and to deliver promptly to Landlord at all times, proper and sufficient receipts or other sufficient evidence of payment and discharge of such obligations. In the event any taxes, or other annual or periodic assessments, duties, impositions, burdens and charges shall be levied or charged for a period only a portion of which is included within the Term of this Lease, Tenant nevertheless shall pay them in their entirety and, upon surrender of the Leased Premises, any proportionate part representing the balance of a charge beyond the time when Tenant surrenders the Leased Premises shall be refunded by Landlord to Tenant. Notwithstanding anything contained herein to the contrary, Landlord shall be responsible for all taxes and assessments becoming due and payable with respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal real property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of does not constitute a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, Leased Premises but which is assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge part of the same with respect to subdivided lot containing the rents due hereunderLeased Premises.

Taxes and Assessments. Section 1 Taxes and Assessments of Building and Subject Property. Tenant agrees to pay, at lease twenty one (21) days prior to delinquency, a proportionate share based on square footage of any increase in real property taxes (as such increase in hereinafter defined) and a proportionate share of any general or special assessments levied upon the completed building and underlying and surrounding land as shown on Exhibit A. The proportion applicable to Tenant shall be in the proportion that the sum of gross square footage of the premises bears to the total gross square feet of the entire building. The base period for the determination of real property tax Increases shall be deemed to be the first tax assessment year in which the completed building and improvements are first assessed after the commencement date as provided in Article 11. The proportionate amount for which Tenant shall become liable shall be in the increase, if any, which takes place the following assessment year and all subsequent assessment years thereafter over the base year. With respect to any assessment which may be levied against or upon the premises after the commencement date of this lease and which may be evidenced by improvement or other bonds or may be paid in annual installments, Tenant shall pay all real estate taxes and assessments becoming due and payable with respect to the Premises during the lease term and any extension each year only its proportion of such annual installment or portion thereof, and all taxes or other charges imposed during the lease term or with appropriate proration for any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365partial year. Tenant shall have no obligation to continue such payments after the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount termination of the taxes, assessments, lease. In the event that the taxes and/or special assessments levied upon the premises exceed there average taxes and/or general or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge special assessments on the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time entire building during the lease term or any extension thereof, first tax assessment year in which the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate completed building and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there fromimprovements are first assessed, Tenant shall pay and discharge the same with respect such excess to Landlord within twenty (20) days prior to the rents due hereundertax delinquency date. Landlord and Tenant agree to retain the firm of Mxxxxx and Sxxxxx or a comparable tax appraisal firm to allocate the taxes and/or general or special assessments on the building to the premises. Landlord and Tenant each agree to pay one-half (1/2) of the costs and expenses incurred in the employment of such tax appraisal firm. Taxes and special assessments shall be prorated for any fractional year at the end of the term of this lease.

Taxes and Assessments. Tenant shall At least ten (10) days before the same --------------------- become delinquent, Lessee will pay and provide Lessor with a receipt for payment or if such receipt is issued by the taxing authority all real estate property taxes and assessments becoming due and payable with of every description to which said premises or any part thereof or improvement thereon, or Lessor or Lessee in respect to the Premises during the lease term and any extension thereof, and all taxes may during said term be assessed or other charges imposed during the lease term become liable, whether assessed to or any extension thereof payable by Lessor or Lessee; provided, however, that with respect to any business conducted on the Premises by Tenant assessment made under any betterment or any personal property used by Tenant improvement law which may be payable in connection therewith. Taxesinstallments, assessments or other charges which Tenant is obligated Lessee shall be required to pay or cause to be paid hereunder only such installments of principal together with interest on unpaid balances thereof as shall become due and which relate to any fraction of a tax year at the commencement or termination of this Lease payable during said term, and that such taxes shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount pro-rated as of the taxesdates of commencement and expiration, assessmentsrespectively, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereundersaid term. If at any time during said term there shall be assessed against the lease term demised land or any extension thereof, the method of taxation prevailing part thereof or any improvement thereon or any rents payable to Lessor therefor or against Lessor in respect thereof any new taxes (other than federal or state net income taxes or any other taxes existing at the commencement of said term) which are in substitution for real property taxes or are in lieu of increases thereof, Lessee will also pay to Lessor as additional rent, at least ten (10) days before the lease term same become delinquent, all such new taxes. Lessee will also pay all conveyance taxes imposed by the State of Hawaii in respect to any subleases made by Lessee. Nothing herein contained shall be altered so as prevent the Lessee from contesting in good faith the amount or validity, or both, of any such taxes, rates, assessments, impositions, duties, charges or other outgoings by appropriate legal proceedings commenced before the same become delinquent, and the Lessor, if legally required to do so, shall join in such proceedings, on condition, however, that such proceedings shall not operate to cause the whole sale of the demised land or of the improvements thereon or any part thereof to satisfy any such tax, rate, assessment, imposition, duty, charge or other outgoing, and on further condition that the Lessee shall pay on demand any costs or attorneys' fees incurred by the Lessor in any such proceedings, and on further condition that if all or part of any such tax, rate, assessment, imposition, duty, charge or other outgoing, the amount or validity of which shall have been so contested, shall be finally determined by any court or other governmental authority of competent jurisdiction to be lawfully charged, assessed, imposed, due or payable, the Lessee will promptly pay the same, together with any interest, penalty or fine resulting from any such contest by the Lessee. If the Lessee shall fail to pay any such taxes, rates, assessments, impositions, duties, charges or charges now or hereafter leviedother outgoings as herein provided, assessed the Lessor may at any time after the same become due pay the same, together with any interest, penalties, fines and costs accrued thereon or imposed on real estate in connection therewith, and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect Lessee will repay to the rents due hereunderLessor, upon demand, the full amount so paid by the Lessor, together with interest at the rate of TWELVE PERCENT (12%) per annum.

Taxes and Assessments. Tenant The Tenant, in addition to the Net Rent, shall pay --------------------- as Additional Rent 56% of all real estate taxes taxes, assessments and assessments becoming due other governmental charges ("Impositions") upon the premises, including any buildings and improvements thereon as of the date hereof, which Impositions are assessed or become payable with respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or opposeTerm, together with any penaltiesinterest or penalties thereon assessed because of action or inaction of Tenant. Tenant shall pay to Landlord each month, finestogether with the monthly installments of rent, interestsone-twelfth (1/12) of Tenant's pro-rata portion of the Impositions as estimated by Landlord to be required to enable Landlord to pay the Impositions as they become due. Upon demand of Landlord, costs, or expenses Tenant shall pay to Landlord such additional sums that may accrue, or have accrued, thereon and Tenant shall apply be necessary to make up any deficiency in the funds so set aside under this Section 4 of fully discharge its obligations hereunderamount needed to enable Landlord to pay the Impositions. If at any time during the lease term or any extension thereof, the method of taxation prevailing at All Impositions assessed prior to the commencement of the lease term Lease Term, but which become payable in whole or in part during the Lease Term, and all Impositions assessed during the Lease Term, but which become payable in whole or in part after the termination of the Lease Term, shall be altered adjusted and prorated so as that the Landlord shall pay its pro-rated share for the period prior to cause and subsequent to the whole or any part of Lease Term, and the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay its pro-rated share for the Lease Term. The Tenant may, if it shall so desire, endeavor at any time to contest the validity of any assessment, or to obtain a lowering of the assessed valuation upon the Demised Premises for the purpose of reducing any assessment. In such event, the Landlord shall offer no objection, and discharge at the same with respect request of Tenant, but without expense to the rents Landlord, the Landlord will cooperate with the Tenant. If requested by the Tenant, and provided the Landlord will not, in its reasonable judgment, incur any expense or liability thereby, the Landlord will execute any document which may be necessary and proper for any such proceeding. Upon the termination of any proceeding and after the Tenant has paid any such assessment together with costs, any refund shall be the property of the Tenant to the extent to which it may be based on a payment of an assessment made by the Tenant. The certificate, advice, xxxx or receipt made by any officer, person or corporation legally authorized to give such certificate, advice, xxxx or receipt, showing that any Imposition was due hereunderand payable or had been paid at the date of such certificate, advice, xxxx or receipt, shall be prima facie evidence that such Imposition is due and payable, or has been paid and discharged as the case may be.

Taxes and Assessments. To the extent not covered by amounts collected from the Tenants pursuant to Section 6.4 of the Leases and paid or credited to Buyer at Closing (“Tax Escrow Funds”) for payment of real or personal property taxes, sales tax applicable to the Leases, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), all non-delinquent Taxes which relate to the tax year within which the Close of Escrow occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall pay all be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the most recent tax xxxx is not for the current tax year, then the parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current tax year. Upon the Close of Escrow and subject to the adjustment provided above, Buyer shall be responsible for real estate taxes and assessments becoming due on the Property payable from and payable after the Close of Escrow. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the Close of Escrow. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Close of Escrow which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or validity to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Close of Escrow shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Close of Escrow, or chargeas may be necessary to carry out the intention of this subsection, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Buyer will cause any transferee to hold Landlord harmless from and to fully pay and discharge assume the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so obligations set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderforth herein.

Taxes and Assessments. Tenant shall The records of the Wyandotte County Auditor and/or Treasurer reflect that the Property currently consists of all or part of Parcel No. 134200, 134201, and 134202 (+/- 1.68 acres acres). Copies of the Wyandotte County Auditor’s and/or Treasurer’s records for the above parcel(s) have been or will be provided by Seller to Buyer upon request after the Effective Date. At the Closing, Seller will pay all real estate taxes and assessments becoming that are due and payable. All such real estate taxes and assessments for the year of the Closing shall be prorated between Seller and Buyer as of the Closing Date on a calendar year per diem basis, using the most recent tax and assessment records available, with Seller being responsible for any and all such real estate taxes and assessments that accrued for or with respect to the period of time up to the Closing Date, and Xxxxx being responsible for all such real estate taxes and assessments that accrue for or with respect to the period of time from and after the Closing Date. At the Closing, Buyer shall receive a credit on the Settlement Statement (as defined below) for those real estate taxes and assessments allocated to Seller for the period from January 1 of the year in which the Closing occurs up to (but not including) the Closing Date and Seller shall not be further liable for such real estate taxes and assessments. Seller will retain sole responsibility for and with respect to all personal property taxes, if any, due and payable with respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property owned by Xxxxxx and/or used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant with the Property except such personal property that is obligated to pay or cause to be paid transferred and conveyed hereunder to Buyer, if any, in which case the personal property taxes attributable to such personal property being transferred and which relate conveyed hereunder to any fraction of a tax year at the commencement or termination of this Lease Buyer shall be prorated based upon in the ratio that same manner as real estate taxes and any assessments are to be prorated, as provided above. Notwithstanding any other provision of this Agreement to the number of days in such fractional tax year bears to 365. Tenant contrary, Seller shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to responsible for the amount of the any agricultural rollback taxes, assessmentsor similar taxes imposed as the result of any change from the existing use of the Property, or charges being contested, objected, or opposed by Tenantand shall indemnify Buyer against liability for any such taxes. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise The provisions of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term 8 shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereundersurvive Closing.

Taxes and Assessments. Tenant shall pay all real Real estate taxes and assessments becoming imposed by governmental authority (and any assessments imposed by private covenant) shall be prorated as of the Closing based upon the most recent tax bills; provided, however, that if the Property has not been assessed on a completed basis but will be for the current tax period, the parties shall estimate such proration based upon an assessed value equal to the Purchase Price. The Seller shall receive a credit for any taxes and assessments paid by Seller and applicable to any period after the Closing. Special assessments shall be prorated according to the due dates of installments, with Seller being responsible for installments that become due and payable with respect before the Closing Date, and Purchaser being responsible for installments that become due and payable on or after the Closing Date. If, for the fiscal tax year in which the Closing is held, or any prior year, there are any tax protests filed, or abatement application proceedings pending at any time prior to the Premises during Closing with reference to the lease term and any extension thereofProperty, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant Seller shall have the right to contest, object, settle such protests or oppose the legality or validity of proceedings as long as such settlement does not include any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal agreement as to the amount valuation of the taxesProperty for real estate tax purposes for the period after the Closing. Otherwise, assessments, or charges being contested, objected, or opposed by TenantSeller shall not settle the same without Purchaser's prior written consent. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the All amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension recovered as a result thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, whether by settlement or otherwise, on shall, net of attorneys' fees and other expenses, be apportioned as of the rents received there fromClosing for the fiscal tax year in which the Closing is held, Tenant and paid, when received, to the parties entitled thereto; provided, however, that to the extent any such amounts are payable to Tenants pursuant to the terms of the Leases, such amounts shall pay be promptly paid over to such Tenants. The parties agree to execute any papers or take such steps, either before or after any Closing, as may be necessary to carry out the intention of the foregoing. Seller shall be responsible for all taxes and discharge the same assessments which have accrued prior to Closing with respect to the rents tenancies of Go/Xxx as to the Eastpark I Property, Prime Automotive as to the Eastpark II Property, Midline as to the Shelby 18 Property as well as any vacancies as such may have existed prior to the Closing for all periods up to and upon the Closing Date. Such taxes and assessments as to these Properties and tenancies that are known will be prorated at Closing, or reconciled post Closing upon issuance of the bills. Seller's ability to pursue collection of reimbursements for these taxes as permitted under the existing or prior leases of Go/Dann, Prime Automotive and Midline will not be limited by this Agreement or the Purchaser. This obligation shall survive Closing. Except as expressly provided herein, there shall be no other prorations and Purchaser will accept the Property subject to (i) the liens for county taxes and assessments not yet due hereunderand payable, and (ii) liens for city taxes whether or not due and payable.

Taxes and Assessments. Tenant (a) The Lessee shall pay and discharge all real estate taxes taxes, betterment charges and assessments becoming levies, and charges and governmental impositions, duties and discharges of like kind and nature, which or may during the term of this Lease be charged, laid, levied or imposed upon or become a lien or liens upon the Leased Premises or any part thereof, or upon any buildings or appurtenances thereof, or any part thereof, or which may become due and payable with respect to the Premises during the lease term thereto, and any extension thereof, and all taxes charged, laid or levied in addition to the foregoing under or by virtue of any present or future laws, rules, requirements, orders, directions, ordinances or regulations of the United States of America, or of the state, county or city government, or of any other municipal government or lawful authority whatsoever. The Lessee shall also be responsible for the payment of any assessments for improvements; PROVIDED, HOWEVER, that if any such assessment shall be payable in installments, the Lessee shall not be required to pay any installment becoming due subsequent to the termination of this Lease; and PROVIDED, FURTHER, that if any such assessment shall be payable in a lump sum, the Lessee may submit to arbitration in accordance with Section 24 hereof the question of the proportion of the assessment which the Lessee should equitably be required to pay in the light of the nature of the improvement, the remaining term of this Lease and the existence of the option to renew set forth in Section 25 hereof. Unless required by a mortgagee to make payments into an escrow account for taxes, the Lessee shall, if so requested by the Lessor, pay the Lessor with each installment of rent an amount equal to one twelfth of the real estate taxes for the current year, if the amount thereof is known, or of such taxes for the prior year, if the amount thereof for current year is not known. Such amounts shall be held in escrow by the Lessor and utilized in partial or complete discharge of the Lessee's obligations to pay such taxes on or before the date upon which interest upon such taxes would otherwise start to accrue. If payments into an escrow account for taxes shall not be required by a mortgagee or by the Lessor, (1) the Lessee shall make the required payments directly to the appropriate taxing or other governmental authorities, and (2) the Lessor shall forward all tax bills, statements and charges imposed to the Lessee in time sufficient to enable the Lessee to pay the same without incurring interest or penalties and in time so that the Lessee may contest the same if it so desires. The Lessee shall also punctually pay and discharge all taxes which shall or may during the lease term of this Lease be charged, laid, levied or any extension thereof imposed upon or become a lien upon the stock in trade or other personal property of the Lessee attached to or used in connection with respect to any the Lessee's business conducted on the Premises by Tenant premises. Nothing herein contained shall require the Lessee to pay the Lessor's income or business profits taxes or any personal property used by Tenant in connection therewithtaxes on the rents reserved to the Lessor hereunder or franchise taxes or estate taxes or transfer taxes. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a Property taxes for the tax year at in which the commencement or termination of this Lease term hereof commences and for the tax year in which the term hereof terminates shall be prorated based upon apportioned between the ratio that Lessor and the Lessee in accordance with the number of days months or major fraction thereof during which each party shall be in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount possession of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of Leased Premises during such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereundertax years.

Taxes and Assessments. Section 1: The Tenant shall pay as additional rent hereunder, before delinquency, all real estate and property taxes and assessments becoming assessments, water rates and water meter charges, gas, electricity and other utility rates, sewer rentals and sewer service charges, and all other charges (whether the same or different in kind from the foregoing) which during the term of this Lease are assessed or become liens upon or become chargeable against or payable in connection with or attributable to the demised premises or any part thereof, or any or all buildings and improvements at any time thereon, or the leasehold estate created by this Lease, or the reversionary estate, or both of such estates; provided, however, if any such tax, assessment, rate or charge may be paid in installments the Tenant may pay each such installment on or before the date upon which such installment may be paid without penalty or interest; and the Tenant shall exhibit to the Landlord for examination receipts for all such taxes, assessments, rates or charges within ninety (90) days after the last day upon which the same may be paid without penalty or interest. In the event the Tenant fails to pay such taxes, assessments, rates, or charges before delinquency, and if such default shall continue for a period of thirty (30) days after the Landlord shall have given to the Tenant notice in writing of the existence thereof, and if payment by the Landlord will not prejudice the Tenant's right to contest the amount or legality of the tax, assessment, rate or charge as provided elsewhere in this Article 8, then and in such event the Landlord may pay said taxes, assessments, rates or charges, as the case may be, together with all interest and penalties thereon or in connection therewith, and the amount so paid shall be deemed to be rent then due and payable with respect by the Tenant to the Premises during Landlord. Nothing herein contained shall be construed to require the lease term and Tenant to pay any extension thereoffranchise, estate, inheritance, succession, capital levy, or transfer tax of the Landlord growing out of or connected with this Lease or the Landlord's reversionary interest in the demised premises, or any income, excess profits or revenue tax, or any other tax, assessment, rate or charge upon the rentals payable by the Tenant under this Lease, and all taxes or other charges imposed during if the lease term or any extension thereof with respect to any business conducted on the Premises Tenant shall be required by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated law to pay any such tax, assessment, rate or cause to be paid hereunder and which relate to any fraction of a tax year at charge specified in this paragraph the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, objectdeduct the amount thereof from subsequent installments of rent or additional rent due from the Tenant under the terms of this Lease. With respect to any assessment which may be levied against or upon the demised premises and which under the laws then in force may be evidenced by improvement or other bonds, or oppose may be paid in annual installments, the legality or validity of any taxTenant, assessmentat its option, may cause such improvement bonds to be issued, or charge, provided that prompt notice of cause such contest, objection, or opposition assessments to be given to Landlordpaid in such annual installments, and provided further that in such event the Tenant promptly thereafter set aside in a separate escrow account funds equal shall only be required to pay such installments as each thereof matures. Upon the amount expiration of the term of this Lease the Tenant shall be liable only for such proportion of the taxes, assessments, rates or charges being contestedwhich shall be payable with respect to the demised premises or any part thereof or the buildings and improvements therefrom or the leasehold estate or the reversionary estate, objectedfor the tax fiscal year in which this Lease expires as the part of said fiscal year during which this Lease is in effect shall bear to the whole of said fiscal year, or opposed by and if the Tenant shall have paid more than such proportion, the Landlord shall refund the excess to the Tenant. Tenant agrees to hold All taxes for the tax fiscal year in which the term of this Lease shall commence shall be prorated as between the Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply as of the funds so set aside under this Section 4 date of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall hereof. The Landlord agrees to attempt to have a tax segregation made wherein the demised premises will be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereundertaxed separately.

Taxes and Assessments. All non-delinquent real property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. Seller shall be responsible for all Taxes assessed with respect to periods prior to Closing, and Buyer shall be responsible for all Taxes assessed with respect to periods from and after Closing. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall pay all be made. The proration for Taxes shall be based upon the most recently issued tax bxxx for the Property, and shall be calculated based upon the maximum early payment discount available. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments becoming due on the Property payable from and payable after the Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the Closing. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality [FINAL EXECUTION COPY] property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or validity to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to reasonably cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Closing, or chargeas may be necessary to carry out the intention of this subparagraph, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by TenantBuyer will cause any transferee to assume the obligations set forth herein. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to Tax records need not be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderkept longer than seven years.

Taxes and Assessments. Tenant At Close of Escrow, Escrow Holder shall pay all prorate real estate taxes and assessments becoming (“Taxes”) which are a lien but not yet due and payable based on the most recent tax duplicate in accordance with the Xxxxxxxxxx County, Ohio “short” proration method (except that if there is or has been any reduction or abatement of taxes by virtue of the nature of the use of the Property or by virtue of any exception or reduction in favor of Seller, which reduction or abatement will no longer apply to the Property if Buyer acquires same or changes the use of the Property, then the proration shall be based on the full amount of such taxes without reduction or abatement and Seller shall also be charged with any “recaptured” taxes.) The Taxes to be prorated at Closing between Seller and Buyer shall be only those Taxes which, as of the Closing Date are allocated to vacant leaseable (rentable) space in the Real Property (without limitation, space occupied by the on-site property manager shall be considered vacant space) (“Seller’s Share”). When the actual amount of such Taxes becomes known, Escrow Holder shall adjust the actual tax proration. Pending such adjustment to the tax proration, Escrow Holder shall retain in escrow an amount equal to Seller’s Share of the current effective tax rate times the difference between thirty-five percent (35%) of the Purchase Price and the assessed taxable value of the Property, as shown on the last available County Treasurer’s tax duplicate. The balance of any funds held in escrow on account of the tax proration made pursuant to this Section, after the payment of the tax installment for which the Taxes were escrowed, shall be returned to Seller. Upon the Close of Escrow and subject to the adjustment provided above, Buyer shall be responsible for real estate taxes and assessments on the Property payable from and after the Close of Escrow. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the Close of Escrow. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Close of Escrow which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality property of Seller; provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or validity to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Close of Escrow shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Close of Escrow, or chargeas may be necessary to carry out the intention of this subsection, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Buyer will cause any transferee to hold Landlord harmless from and to fully pay and discharge assume in writing the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so obligations set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderforth herein.

Taxes and Assessments. Tenant shall pay all “Taxes” refers to general real estate taxes and any drainage and/or other special assessments becoming due and payable with respect to the Premises during the lease term and that are or will be assessed against any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio parcel that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or include(s) any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on Property. “Seller’s Taxes” refers to general real estate taxes assessed against any such tax parcel for the calendar year 2020 (due in 2021), and improvement thereon all prior years, and any drainage and/or other special assessments attributed to any such tax parcel and last payable without a penalty on or before the closing date. Any unpaid Seller’s Taxes shall be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on withheld from Seller’s proceeds at closing and paid directly to the rents received there from, Tenant county. Buyer shall pay all subsequent Taxes to the extent attributed to the Property. If the billing of any Taxes after closing includes portions attributed to the Property and discharge the same other real estate: (a) Buyer (and Seller, if Seller owns any of such real estate at that time) shall fully cooperate with any other owner(s) of such real estate (and with each other, if Seller owns any of such real estate at that time) with respect to obtaining and/or estimating the rents split calculation in order to facilitate timely payment of the total amount billed; (b) Buyer shall pay the portion attributed to the Property; and (c) if Seller owns any of the real estate affected by such Taxes at that time, Seller shall pay the portion attributed to the real estate owned by Seller. For purposes of this Agreement, the extent to which any Taxes are attributed to the Property (or to any other new tax parcel) shall be based on a split calculation provided by the appropriate property tax official or, if an official split calculation is not available, based on an estimated split calculation using available assessment data. Notwithstanding any other provision, Seller may elect to have the closing agent collect from each party at closing their respective shares of the estimated 2021 Taxes due hereunderin 2022, to be paid directly to the county treasurer as an estimated prepayment. If Seller so elects, the 2021 Taxes due in 2022 shall be estimated based on the amount billed for the 2020 Taxes due in 2021 and the amount thus estimated shall be allocated between the new tax parcels based on a split calculation or estimated split calculation as described above.

Taxes and Assessments. All non-delinquent real property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall pay all be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property. If the most recent tax xxxx is not for the current tax year, then the parties shall reprorate within thirty (30) days of the receipt of the tax xxxx for the current tax year. Upon the Close of Escrow and subject to the adjustment provided above, Buyer shall be responsible for real estate taxes and assessments becoming due on the Property payable from and payable with after the Close of Escrow. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Close of Escrow which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or validity to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Close of Escrow shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Close of Escrow, or chargeas may be necessary to carry out the intention of this subsection, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Buyer will cause any transferee to hold Landlord harmless from and to fully pay and discharge assume the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so obligations set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderforth herein.

Taxes and Assessments. 8.1 Obligation to Pay Taxes and Assessments. Throughout the entire Term, Tenant shall bear, pay and discharge as Additional Charges and not later than the last day on which payment may be made without penalty or interest, any and all real estate taxes taxes, assessments, charges, levies, fees (including, without limitation, license, permit, inspection, authorization and assessments becoming due similar fees) and payable other impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen or unforeseen, and each and every installment thereof which shall or may during or with respect to the Premises during the lease term and any extension thereofTerm hereof be charged, and all taxes laid, levied, assessed, or other charges imposed during the lease term upon, or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant arise in connection therewith. Taxeswith, assessments the use, occupancy, operation or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount possession of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole Leased Property or any part of thereof or the business conducted thereon, including, without limitation, ad valorem real and personal property taxes, assessmentsall taxes charged, or charges now or hereafter laid, levied, assessed or imposed on real estate in lieu of or in addition to any of the foregoing by virtue of all present or future laws, ordinances, requirements, orders, directions, rules or regulations of Governmental Agencies, and improvement thereon all assessments and charges imposed pursuant to the Permitted Encumbrances or other documents of record affecting title to the Leased Property (provided however that such documents have been approved by Tenant, which approval shall not unreasonably be leviedwithheld, assessed delayed or imposed wholly conditioned provided that the same are appropriate and reasonably necessary in connection with the normal and ordinary course of ownership and use of the Facility), whether or partially as a capital levy, not such Additional Charges become due and payable during or otherwise, on after the rents received there fromTerm. Notwithstanding the foregoing, Tenant shall pay not be responsible for Additional Charges due and discharge payable after the expiration of the Term to the extent that the same with respect relate and apply to interests and benefits accruing to Landlord after the rents Lease Term. Upon payment, Tenant shall promptly furnish to Landlord satisfactory evidence of the payment of all such taxes, assessments, impositions or charges. Tenant shall have no right to approve, nor shall Tenant be obligated for any amounts due hereunderby virtue of, any Facility Mortgage or other documents relating to indebtedness of Landlord.

Taxes and Assessments. Tenant All current real property taxes and all payments and assessments on the Properties shall be prorated through Escrow between the applicable transferor and the applicable transferee, based upon the latest available tax information, using the customary escrow procedures, as of the day of the Managua Closing or the Zapote Closing, as applicable. Any taxes levied upon the Corner Pad or the Toy Store Pad applicable to the period prior to the Managua Closing shall be paid by PriceSmart. From and after the Managua Closing, PSC shall pay all real estate any such taxes levied upon the Corner Pad or the Toy Store Pad. Any taxes levied upon the Zapote Property applicable to the period prior to the Zapote Closing shall be paid by PSC. From and assessments becoming due and payable after the Zapote Closing, PriceSmart shall pay any such taxes levied upon the Zapote Property. To the extent any taxes are levied upon a Property as part of a larger tax parcel, with respect to prorations, the Premises during applicable transferor shall pay the lease term taxes for the period prior to the applicable closing. From and after the applicable closing, the applicable transferee shall pay such portion of the taxes levied upon the land and improvements that are attributable to its Property. Such portion of the taxes levied upon the land (the “Land Tax”) shall be calculated by multiplying the total amount of such Land Tax by a fraction, the numerator of which shall equal the area of land occupied by such Property and the denominator of which shall equal the entire area of land within the tax parcel. Such portion of the taxes levied upon the improvements on the Property (the “Building Tax”) shall be as separately apportioned in the tax xxxx or, if not separately apportioned, then such Building Tax shall be calculated by multiplying the total amount of such Building Tax by a fraction, the numerator of which shall equal the square meters occupied by such improvements upon the Property and the denominator of which shall equal the square meters of all of the improvements within the tax parcel. From and after the applicable closing, until such Property shall become a separate tax parcel, the applicable transferee shall pay to the applicable transferor, at least thirty (30) days before any extension thereof, real property taxes and all taxes or other charges imposed during the lease term or any extension thereof with respect payments and assessments become due and payable, such portion, as calculated pursuant to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxesthis paragraph, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Land Tax and the Building Tax attributable to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderProperty.

Taxes and Assessments. Tenant Ad valorem property taxes that are or will be assessed against and attributable to the existing tax parcel(s) that include any part of the Property (“Taxes”) and special assessments, including drainage assessments, if any, that are or will be assessed against and attributable to the existing tax parcel(s) that include any part of the Property (“Assessments”) shall be allocated and paid in accordance with this Section unless otherwise mutually agreed by the parties in writing. At the time of Closing, Seller shall pay (i) any unpaid balance of the 2020 Taxes due in 2021, (ii) any unpaid Taxes for any earlier period, and (iii) any unpaid Assessments last payable without a penalty on or before the day of Closing, all real estate taxes of which shall be paid directly to the appropriate tax collection office out of Seller’s proceeds at Closing. Seller shall further pay at Closing, via credit against the sums due from Buyer at Closing, 2021 Taxes due in 2022 (“2021 Taxes”), which 2021 Taxes shall be estimated by Seller based on 100% of the 2020 Taxes due in 2021 (as may be adjusted by Seller, in its sole discretion, for any tax parcel split which may be applicable to the Purchased Tract(s) following Closing), and assessments becoming Buyer shall then pay (and indemnify Seller for) all Taxes and Assessments due after Closing to the extent attributable to the Property. If the conveyance of the Property involves a tax parcel split and payable any Taxes and/or Assessments are billed after Closing in a manner which does not reflect the split, Buyer shall cooperate with the other owner(s) of land from the same parent parcel to facilitate the timely payment of such Taxes and/or Assessments, and Buyer shall pay (and indemnify Seller for) the portion attributable to the Property. SELLER’S ESTIMATE OF THE 2021 TAXES AND ANY ADJUSTMENT MADE BY SELLER FOR ANY APPLICABLE TAX PARCEL SPLIT SHALL BE CONCLUSIVE. AS BETWEEN BUYER AND SELLER, THE ESTIMATED CREDIT FOR 2021 TAXES AT CLOSING SHALL NOT BE SUBJECT TO ANY FURTHER SETTLEMENT OR ADJUSTMENT AFTER CLOSING EVEN THOUGH THE AMOUNT ESTIMATED AT CLOSING MAY VARY FROM THE ACTUAL AMOUNT DUE ONCE THE TAX RATES, ASSESSMENTS AND/OR PARCEL SPLITS ARE FINALIZED. AFTER CLOSING, NEITHER SELLER, AUCTION COMPANY NOR CLOSING AGENT SHALL HAVE ANY LIABILITY, RESPONSIBILITY OR OBLIGATION WHATSOEVER FOR ANY TAXES OR ASSESSMENTS THAT ARE OR WILL BE ASSESSED AGAINST AND ATTRIBUTABLE TO THE PROPERTY. Notwithstanding the foregoing provisions, in lieu of a credit to Buyer, Seller may elect to deliver to the Closing Agent, at the time of or prior to Closing, the entire amount of the 2021 Taxes to be: (a) held in escrow and applied towards the payment of the 2021 Taxes when billed after Closing; or (b) paid directly to the county as an estimated prepayment of the 2021 Taxes. In any event, having received the benefit of Seller’s estimated payment via credit, escrow or direct prepayment as provided above, Xxxxx shall then pay all Taxes and Assessments which become due after Closing to the extent attributed to the Property (and to the extent not paid via escrow or direct prepayment as provided above). When the 2021 Taxes are billed after Closing, any shortage or surplus with respect to the Premises during the lease term and any extension thereofestimated amount paid by Xxxxxx (whether via credit, and all taxes escrow or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to direct prepayment) shall be paid hereunder or retained by or refunded to Buyer (to the extent attributed to the Property). Further notwithstanding the foregoing provisions, if and which relate to any fraction of a tax year at the commencement or termination of this Lease extent that Closing does not occur until after January 1, 2022, there shall be prorated based upon the ratio that the number no proration of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, Taxes and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term Buyer shall be altered so as to cause the whole or any part entirely responsible for payment of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate (and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents indemnify Seller for) all 2022 Taxes due hereunderin 2023.

Taxes and Assessments. Tenant agrees to pay its prorated share of, before delinquency, any and all real and personal property taxes levied or assessed and which become payable during the term hereof (commencing with the Commencement Date) upon the Premises, Building and Related Improvements, whether said taxes are assessed against Landlord or Tenant. Tenant agrees to include all Alterations, additions or leasehold improvements made by or for Tenant on Tenant's personal property tax return, and if any such Alteration, addition or leasehold improvement is nevertheless included in Landlord's real estate or personal property tax assessment and bill, Xxnant shall reimburse Landlord with respect thereto. Tenant shall pay all real estate taxes and only be responsible for that portion of any assessments becoming that shall be due and payable during the lease term (including extensions), assuming the maximum deferment of such assessments under applicable law. In addition to rental and other charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord, upon demand, for any and all taxes assessed against Landlord (other than income taxes) whether or not now customary or within the contemplation of the parties hereto: (i) upon, allocable to, or measured by or on the rental or other charges payable hereunder, including, without limitation, any sales or use tax on such rental, or excise tax levied by the State of Wisconsin, any political subdivision thereof, or the federal government with respect to the Premises during the lease term and any extension thereof, and all taxes receipt of such rental or other charges imposed during the lease term or any extension thereof other similar tax; (ii) upon or with respect to any business conducted on the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises by Tenant or any portion thereof; (iii) upon or measured by the value of the Premises; (iv) upon or measured by the value of Tenant's personal property used by Tenant or leasehold improvements located in connection therewith. Taxes, assessments the Premises; (v) upon this transaction or other charges any document to which Tenant is obligated a party creating or transferring an interest or an estate in the Premises; or (vi) upon Tenant's energy consumption (collectively "Taxes"). Tenant shall not have to pay reimburse Landlord for any late penalties or cause to default interest arising from the delinquent payment by Landlord of any of the Taxes described in the previous sentence. All Taxes (with the exception of personal property taxes on Tenant's personal property) shall be paid hereunder and which relate to any fraction of a tax year prorated at the commencement or termination and expiration of the term of this Lease Lease. Tenant shall be prorated based upon pay to Landlord in advance on the ratio same dates that monthly installments of rent are due, an amount equal to one-twelfth (1/12th) of the number of days in such fractional tax year bears estimated Taxes for the Premises, and to 365the extent received by Landlord, Landlord shall apply the same to the Taxes when or before they come due. Tenant shall have the right right, at its own cost and expense, to contestinitiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of Taxes assessed to or levied upon the Premises and required to be paid against Landlord's estate and, objectif required by law, or oppose Tenant may take such action in the legality or validity name of any taxLandlord who shall cooperate with Tenant to such extent as Tenant may reasonably require; provided, assessmenthowever, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold shall fully indemnify and save Landlord harmless from all loss, cost, damage and to fully pay and discharge the amounts finally determined expense incurred by or to be due following the exercise of such right to contest, object incurred by Landlord or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderresult thereof.

Taxes and Assessments. Tenant shall pay NONE, EXCEPT AS STATED HEREIN (This is a Gross Lease and includes all maintenance, real estate taxes and assessments becoming due property insurance, except as provided for herein. Tenant shall be responsible to pay its utilities (as described below), income taxes, personal property taxes and payable with respect all other fees and taxes not specifically identified above. Notwithstanding the foregoing and subject to the Premises limitations stated herein, Tenant shall pay Landlord, as additional rent, those items set forth below in this Lease and any incremental increases in the Operational Expenses (as defined herein) of Landlord to the extent such Operational Expenses exceed in any calendar year the amount of Operational Expenses paid by Landlord during the lease 2013 calendar year (the “Base Year”) on a non-cumulative basis. By way of illustration, but not by way of limitation, the phrase “non- cumulative” means the following: Assuming that in 2013, the Operational Expenses (“OE”) equal $50,000. In 2014, the OE equals $52,000. In 2015, the OE equals $55,000. In 2016, the OE equals $54,000. Due to a reduction in the real estate taxes, the OE in 2016 equals $48,000. In the foregoing scenarios, in 2014, Tenant would pay Landlord $2,000; in 2015, Tenant would pay Landlord $5,000; in 2016, Tenant would pay Landlord $4,000.00. In 2016, Tenant would pay Landlord zero because in no event shall Tenant’s obligation for OE be less than zero. Tenant’s share of the annual incremental increases in the Operational Expenses for each calendar year and partial calendar year during the term of this Lease, as the same may be extended hereunder, shall be paid in monthly installments on or before the first (1st) day of each calendar month, in advance, in an amount estimated by Landlord. In the event there is a deficiency in the total amount paid by Tenant and the actual amount due, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the actual amount due within forty-five (45) days after the receipt of a billing statement provided by Landlord. The billing statement shall become a final, binding and non disputable obligation of Tenant and Tenant shall waive any extension thereofand all rights to dispute the same unless Tenant delivers written notice of all disputed charges to Landlord within thirty (30) days of the date Tenant has received such billing statement and all expense documentation Tenant has requested. Tenant shall be entitled to review any and all expense documentation supporting any charges under this Section. For purposes of this Lease, “Operational Expenses shall mean costs and expenses, if any, of every kind and nature reasonably paid or incurred by Landlord in operating, equipping, policing and protecting, lighting, heating, cooling, insuring, repairing, replacing and maintaining the Premises, including, without limitation, all common areas, leaseable areas and leased areas, and further including the cost of insuring all property provided by Landlord which may at any time comprise the Premises. Such costs and expenses shall include, but not be limited to illumination, maintenance, installing, renting of Premises signs, cleaning, lighting, snow removal, line painting, parking lot sealing, re-sealing and/or repaving and landscaping, gardening, planting, premiums for liability and property insurance, Landlord’s personal property taxes, real property taxes, janitorial services, supplies, holiday decorations, costs of installation, and maintenance and replacement of equipment used solely at the Premises, air conditioning, heating and ventilation systems, water systems and utilities associated therewith used to provide such services to Tenant, costs incurred in installing, maintaining energy saving utility equipment for the Premises, if any. The term “common areas” shall mean, the parking lot, roadways, pedestrian sidewalks, truckwells, loading docks, delivery areas, landscaped areas, roof areas over the entire Premises and structural outer walls and floors, flashings, gutters and downspouts, if any, and all taxes other areas or other charges imposed during improvements which may be provided by Landlord to the lease term Premises. Notwithstanding anything herein to the contrary, Tenant shall not be responsible for any expense or cost which would be deemed a capital improvement or capital expenditure under generally accepted accounting principles. However, any extension thereof with respect incremental increases in the Operational Expenses shall be limited to any business conducted an annual cap equivalent to the increase in the Consumer Price Index (“CPI”). The CPI shall mean the U.S. Department of Labor, Bureau of Labor Statistics, Cost of Living for Urban Consumers in the City of Detroit. If the publication of such index shall have been discontinued, Landlord and Tenant shall accept statistics on the Premises Cost of Living for the Greater Metropolitan Detroit Area as they shall be computed and published by Tenant an agency of the United States or by a reasonable financial periodical of recognized authority. In the event, the adjustment can not be computed because of the non-availability of the aforementioned index, or an alternative source, or for any personal property used by Tenant other reason, the monthly rent shall be increased in connection therewith. Taxesthe same proportion as the decrease in the purchasing power of the U.S. Dollar, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year if any, at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365consumer level. Tenant shall have the right to contestcontest real estate taxes on the Premises and if Tenant so requests, objectLandlord agrees to consult and cooperate with Tenant and join in such documents as may be necessary and appropriate to the action, but all at non out-of-pocket cost or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given expense to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunder.

Taxes and Assessments. Tenant Real estate taxes and assessments shall be prorated and paid in accordance with the Purchase Agreement. Specifically, Vendor shall pay the installments due on May 10 and November 10, 2021 when due. Vendor will also pay its share and Purchaser’s share of the installment payable on May 10, 2022, allocated with $_______ to Vendor and $__________ to Purchaser [complete in accordance with Section 2.4(a) of Purchase Agreement, with installment payment dates to be adjusted if closing after June 30, 2021]. Purchaser shall reimburse Vendor for Purchaser’s share of such tax installment within ten (10) days after billing. Thereafter, beginning on November 10, 2022, Purchaser shall be responsible for directly paying to the taxing authority all installments of real estate taxes and assessments becoming due payable thereafter. Purchaser, upon written notice to Vendor and payable with respect to at Purchaser’s expense, may contest on Vendor’s and Purchaser’s behalf, any changes of the Premises during assessed valuation of the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewithReal Property. Taxes, assessments or other charges which Tenant is obligated to pay Vendor shall forward or cause to be paid hereunder forwarded to Purchaser a copy of all statements for real estate taxes and which relate assessments on the Real Property payable by Purchaser, as received, and Purchaser shall provide to Vendor upon request evidence of payment of such taxes. Should Purchaser fail to timely pay any real estate taxes or assessments required under this Section 2 and should Purchaser not rectify the situation within five (5) business days after written notice from Vendor to Purchaser, Vendor shall have the right, without assuming obligation in connection therewith, to pay such real estate taxes and assessments at the sole cost of Purchaser, and all costs incurred by Vendor shall be payable to Vendor by Purchaser within ten (10) days after demand and without prejudice to any fraction other rights and remedies of a tax year at Vendor under this Contract. Notwithstanding the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant foregoing, Purchaser shall have the right to contest, object, or oppose the legality or validity of appeal any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside tax xxxx so long as Purchaser does not cause any delinquency in a separate escrow account funds equal to the amount payment of the taxes, assessments, same or charges being contested, objected, or opposed by Tenant. Tenant agrees penalties to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement accrue as a result of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereundersame.

Taxes and Assessments. Subject to timely receipt by Tenant shall of all tax bills, Tenant covenants and agrees to discharge and pay all real estate taxes before the same become delinquent and assessments becoming due and payable with respect to the Premises during the lease term and before any extension thereoffine, penalty, or interest may be added for nonpayment, any and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, license or permit fees, excises, imposts and charges being contested, objected, of every nature and classification (all or opposed by Tenant. Tenant agrees anyone of which are hereinafter referred to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses as "Taxes") that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term Term are levied, assessed, charged or any extension thereofimposed upon the Property, this Sublease, the method leasehold estate of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or Tenant created hereby, and any part of the taxes, assessments, or charges improvements now or hereafter leviedlocated upon the Property. Tenant shall promptly forward to Landlord copies of any xxxx or assessment respecting any Taxes upon Tenant's receipt thereof from the taxing authority. Likewise, Landlord shall promptly furnish to Tenant copies of any xxxx or assessment respecting any Taxes upon Landlord's receipt thereof from the 1:a,xing authority. Upon request of Landlord, Tenant agrees to furnish and deliver to Landlord receipts evidencing the payment of any Taxes. Any Taxes for the year in which the Term of this Sublease commences and the year in which it terminates or expires shall be prorated .3- 2044792 vOS on a daily basis between Landlord and Tenant. Tenant shall be responsible for insuring that the Property and any Improvement thereto are separately assessed or imposed on real estate and improvement thereon to be leviedby the appropriate taxing authorities. In the event, assessed or imposed wholly or partially as a capital levyduring the Term hereof, or otherwise, on the rents received there fromProperty is not separately assessed, Tenant shall pay its proportionate share of any taxes or other charges, based on a fair and discharge equitable division of such taxes based on relative market valuation of the same taxed properties. If Tenant fails to pay any Taxes when due, Landlord, without declaring a default hereunder and without relieving Tenant of any liability hereunder, may, but shall not be obligated to, pay any such Taxes and any amount so paid by Landlord, together with respect all costs and expenses incurred by Landlord in connection therewith, shall constitute Rent hereunder and shall be paid immediately by Tenant to Landlord on demand with interest thereon at the Default Rate (as defined in Section 10.3 below). Tenant's obligation to pay Taxes which accrue during the Term shall survive any termination of this Sublease. 4.2 Impact Fee~. Tenant shall be solely responsible for and shall pay any charges in the nature of impact fees attributable to the rents due hereunder.construction of improvements on the Property. 4.3

Taxes and Assessments. Tenant shall pay throughout the Term, beginning as of the Commencement Date, directly to the appropriate taxing or other applicable authority at least ten (10) days before the same become delinquent, all real property taxes and assessments of every description attributable to the Premises or any part thereof or improvement thereon, or for which Landlord or Tenant in respect thereof, are now or may during the Term be assessed or became liable, whether assessed to or payable by Landlord or Tenant; provided, however, that with respect to any assessment made under any betterment or improvement law which may be payable in installments, Tenant shall be required to pay only such installments of principal and, interest as shall become due and payable during the Term. Tenant’s covenant for the payment of the taxes set forth in the preceding sentence shall include the payment of any new tax (except federal or state net income taxes) which supplements or replaces either the real property tax or increases the real property taxes and is assessed upon the Premises or any part thereof or upon the rents received under this Lease by Landlord or upon Landlord in respect of any of the preceding items. Notwithstanding the foregoing, Tenant shall pay all real estate such taxes directly to Landlord or such other party designated by Landlord at least ten (10) days before the same become due until such time as Tenant receives written notice from Landlord that such taxes shall be paid directly to the appropriate taxing or other . applicable authority. Subject to all of the conditions set forth in this sentence, Tenant may contest in good faith at Tenant’s sole expense by appropriate proceedings, as may be allowed by law, the validity or amount of any tax or assessment required in this paragraph to be paid by Tenant, which conditions are as follows: (a) such actions must be commenced before any such tax or assessment becomes delinquent, (b) the action commenced by tenant must be an action which either stays the collectability of such tax or prevents the sale of the Premises in satisfaction of such tax or assessment or lien securing such tax or assessment, · or in the alternative to the previous two types of actions, an action in which Tenant pays such tax or assessment while such action ensues, (c) Tenant complies with all requirements of such action, including but not limited to the posting of bond or payment of such tax or assessment while such action ensues, (d) Tenant gives notice to Landlord of Tenant’s intention to contest such tax or assessment not less than ten (10) days before such ‘ taxes or assessments become delinquent, and (e) prior to undertaking such action, Tenant gives security to Landlord, satisfactory to Landlord in both quality and quantity, for payment of such taxes; provided, however, that notwithstanding the foregoing, Tenant shall pay all such taxes, rates, assessments becoming due and payable or charges, together with respect all interest, penalties or fines accrued thereon or imposed in connection therewith, immediately upon the commencement of proceedings to foreclose any lien which attached to the Premises during the lease term and or any extension thereofpart thereof as security for such taxes, and all rates, assessments or charges. If Tenant shall fail to pay any taxes or other charges assessments as provided in this paragraph, Landlord may at any time thereafter pay the same, together with any interest, penalties, fines and costs accrued thereon or imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have repay to Landlord upon demand therefor the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to full amount so paid by Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to together with interest at Landlord’s Cost of Money accruing from the amount of the taxes, assessments, or charges being contested, objected, or opposed date such payments were due until Landlord is reimbursed for such payments by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same all conveyance taxes imposed with respect to the rents due hereunderthis Lease.

Taxes and Assessments. Tenant Upon request of Xxxxxx, to secure certain of Grantor's obligations in PARAGRAPHS (d) AND (e) above, but not in lieu of such obligations, Grantor will deposit with Holder a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this paragraph shall pay include without limitation any recurring charge which could result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all real estate taxes as estimated by Xxxxxx and assessments becoming due and payable with respect prorated to the Premises end of the calendar month following the month during which Xxxxxx's request is made, and thereafter will deposit with Holder, on each date when an installment of principal and/or interest is due on the lease term and any extension Note, sufficient funds (as estimated from time to time by Xxxxxx) to permit Holder to pay at least fifteen (15) days prior to the due date thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxesnext maturing ad valorem taxes, assessments or other and charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction premiums for such policies of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365insurance. Tenant Holder shall have the right to contest, object, rely upon tax information furnished by applicable taxing authorities in the payment of such taxes or oppose the legality or validity assessments and shall have no obligation to make any protest of any taxsuch taxes or assessments. Any excess over the amounts required for such purposes shall be held by Holder for future use, assessmentapplied to any secured indebtedness or refunded to Grantor, or chargeat Holder's option, provided that prompt notice and any deficiency in such funds so deposited shall be made up by Grantor upon demand of Holder. All such funds so deposited shall bear no interest, may be mingled with the general funds of Holder and shall be applied by Holder toward the payment of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, charges and premiums when statements therefor are presented to Holder by Grantor (which statements shall be presented by Grantor to Holder a reasonable time before the applicable amount is due); provided, however, that, if a default shall have occurred hereunder, such funds may at Holder's option be applied to the payment of the secured indebtedness in the order determined by Holder in its sole discretion, and that Holder may (but shall have no obligation) at any time, in its discretion, apply all or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise any part of such right to contestfunds toward the payment of any such taxes, object assessments, charges or opposepremiums which are past due, together with any penalties, fines, interests, costs, penalties or expenses that may accrue, late charges with respect thereto. The conveyance or have accrued, thereon transfer of Xxxxxxx's interest in the Mortgaged Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and Tenant shall apply the rights to such funds so set aside held by Holder under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect paragraph but subject to the rents due rights of Holder hereunder.

Taxes and Assessments. All non-delinquent real property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. Seller shall be responsible for all Taxes assessed with respect to periods prior to Closing, and Buyer shall be responsible for all Taxes assessed with respect to periods from and after Closing. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall pay all be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments becoming due on the Property payable from and payable after the Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the Closing. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or validity to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to reasonably cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Closing, or chargeas may be necessary to carry out the intention of this subparagraph, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by TenantBuyer will cause any transferee to assume the obligations set forth herein. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to Tax records need not be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderkept longer than seven years.

Taxes and Assessments. Tenant All non-delinquent taxes, assessments and other governmental impositions of any kind or nature affecting the Property, including, without limitation, any supplemental tax bills, special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Close of Escrow occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any tenant directly to the authorities, no proration or adjustment shall pay all be made. The proration for Taxes shall be based upon the most recently issued tax bxxx for the Property. If the most recent tax bxxx is not for the current tax year, then the parties shall reprorate within thirty (30) days of the receipt of the tax bxxx for the current tax year. Upon the Closing Date and subject to the adjustment provided above, Buyer shall be responsible for real estate taxes and assessments becoming due on the Property payable from and payable after the Closing Date. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the Closing Date. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing Date which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality property of Seller, provided, however, that any such refunds and credits that are the property of tenants under Leases shall be promptly remitted by Seller directly to such tenants or validity to Buyer for the credit of such tenants. All net tax refunds and credits attributable to any period subsequent to the Closing Date shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Closing Date, or chargeas may be necessary to carry out the intention of this subparagraph, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and canceled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Buyer will cause any transferee to hold Landlord harmless from and to fully pay and discharge assume the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so obligations set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderforth herein.

Taxes and Assessments. Tenant shall Licensee will also pay to Licensor as an additional license fee, at least ten (10) days before the same become delinquent, all real estate property taxes and assessments becoming due and payable with of every description to which the licensed area or any part thereof or improvement thereon, or Licensor or Licensee in respect to the Premises during the lease term and any extension thereof, and all taxes are now or other charges imposed may during the lease said term be assessed or any extension thereof become liable, whether assessed to or payable by Licensor or Licensee provided, however, that with respect to any business conducted on the Premises by Tenant assessment made under any betterment or any personal property used by Tenant improvement law which may be payable in connection therewith. Taxesinstallments, assessments or other charges which Tenant is obligated Licensee shall be required to pay or cause to be paid hereunder only such installments of principal together with interest on unpaid balances thereof as shall become due and which relate to any fraction of a tax year at the commencement or termination of this Lease payable during said term, and that such taxes shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount as of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from dates of commencement and to fully pay and discharge the amounts finally determined to be due following the exercise expiration respectively of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereundersaid term. If at any time during said term there shall be assessed against the lease term licensed area or any extension thereof, the method of taxation prevailing part thereof or any improvement thereon or any fees payable to Licensor therefor or against Licensor in respect thereof any new taxes (other than federal or state net income taxes or any other taxes existing at the commencement of said term) which are in substitution for real property taxes or are in lieu of increase thereof, Licensee will also pay to Licensor as additional license fee at least ten (10) days before the lease term same become delinquent, all such new taxes. Licensee will also pay any and all conveyance taxes imposed by the State of Hawaii in respect to this License Agreement. In the event that there shall be altered so as to cause the whole or any part more than one licensee of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, Licensor on the rents received there fromLand, Tenant Licensor shall have the right to allocate the real property taxes and any other taxes payable by Licensee under this License Agreement among such licensees, including the Licensee, in a fair and equitable manner. Such allocation by Licensor shall be final and binding on Licensee. It is agreed that Licensee will pay and discharge all Real Property Taxes on the same with respect lands encumbered by this agreement beginning in 1999-2000 tax year. Licensee will pay Real Property Tax for the tax period before the 1999-2000 tax year at the agricultural rate appropriate to the rents due hereundercrops planted.

Taxes and Assessments. In addition to the monthly rental and other charges to be paid by Tenant hereunder, Tenant shall pay reimburse Landlord upon demand for any and all real estate taxes taxes, assessments, levies, fees charges and assessments becoming due impositions whatsoever levied or imposed or assessed by any authority having the direct or indirect power to tax including, without limitation, any city, county, state or federal government or any improvement or other assessment district, whether or not consented to or joined in by Landlord, payable by Landlord (other than income taxes, measured by the net income of Landlord from all sources), whether or not now customary or within the contemplation of the parties hereto on the date of this Lease: (a) upon, measured by or reasonable attributable to the cost or value of Tenant's equipment, furniture, fixtures and other personal property located in the premises or by the cost or value of any leasehold improvements made in or to the premises by or for Tenant, other than building standard tenant improvements made by Landlord, regardless of whether title to such improvements shall be in Tenant or Landlord; (b) upon or measured by the rental payable hereunder including. without limitation, any gross income tax or excise tax levied by any city, county, state, federal or other governmental body with respect to the Premises during the lease term and any extension thereof, and all taxes receipt of such rental; (c) upon or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises possession, leasing, operation, management, maintenance, improvement, alteration, repair, use or occupancy by Tenant of the premises or portion thereof; (d) upon this transaction or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges document to which Tenant is obligated a party creating or transferring an interest or an estate in the premises. In the event that it shall not be lawful for Tenant so to pay or cause reimburse Landlord, the monthly rental payable to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of Landlord under this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears revised to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold net Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect net rental after such Imposition as would have been payable to the rents due hereunderLandlord prior to such Imposition.

Taxes and Assessments. Tenant For purposes hereof, “Taxes” shall pay mean all real estate taxes and/or property taxes, rates, levies, charges and assessments becoming assessments, general and special, ordinary and extraordinary, of every kind and nature whatsoever, whether now known to law or hereafter created, which are levied, assessed, imposed or become due and payable during the Term (and, if attributable to a period of time, to the extent attributed to the Term) upon: (a) the Land; (b) the Buildings and the other improvements located on the Land; (c) the Property; (d) the leasehold estate hereby created; and/or (e) or arising with respect to the Premises during occupancy, use, or possession of the lease term Premises, and/or the use and possession of the Personal Property, by Tenant. Landlord shall use commercially reasonable efforts to minimize, reduce, protest, negotiate or otherwise adjust Taxes. Any cost incurred by Landlord in an effort to minimize, reduce, protest, negotiate or otherwise adjust any extension thereofreal estate tax bxxx, tax assessment or assessed valuation, including the cost of appraisals, witness fees and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxesattorneys’ fees related thereto, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon included in the ratio definition of Taxes (provided, however, that the number of days in such fractional tax year bears to 365. Tenant costs shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside not result in a separate escrow account funds equal net overall increase to the amount of Taxes). If a special assessment is payable in installments, Taxes for any year shall include the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise installment of such right assessment for that year to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses the extent of the length of the Term that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunderoccurs during such year. If at any time during the lease term or any extension thereofTerm, the method methods of taxation prevailing at the commencement of the lease term Term shall be changed or altered so that in lieu of, in addition to, or as to cause a substitute for the whole or any part of the taxes, assessments, or charges taxes now or hereafter levied, assessed or imposed on real estate and improvement thereon to estate, there shall be levied, assessed or imposed wholly or partially as a capital levydifferent method of taxation, or otherwise, on then the rents received there fromsame shall be included in the definition and computation of Taxes hereunder. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not be obligated to pay, and Operating Expenses shall not include, any succession, transfer, gift, franchise, income, estate, or inheritance taxes or impositions which may be levied upon, required to be collected by, or assessed against Landlord. Expiration of the Term shall not affect Tenant’s obligation to pay and discharge the same Taxes with respect to any deficiency in Tenant’s payment thereof for the rents due hereunderfinal Lease Year.

Taxes and Assessments. Tenant shall pay all real estate property taxes and assessments becoming due and payable with respect to upon the Leased Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by taxes upon property of Tenant in connection therewithlocated upon the Leased Premises, promptly as the same become due. Taxes, assessments or other charges which Real property taxes for the last partial fiscal year of this lease shall be prorated between Lessor and Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year as at the commencement or date and termination date of this Lease lease. Tenant shall be prorated based upon pay all assessments hereafter levied against the ratio Leased Premises, or a portion thereof, during the term of this lease, including assessments coming due to any special purpose governmental district; provided that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contestxxxxxxxx any such assessments for improvements and, objectin the event such assessments are bancrofted, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition Tenant shall be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount responsible for payment only of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be payments coming due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term of this lease. In modification of this provision, in the event Tenant requests or initiates any extension thereofsuch improvement, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or in any part of the taxes, assessments, or charges manner now or hereafter leviedprovided by law, Tenant shall have the right to xxxxxxxx any assessment for such improvement only if Tenant has obtained the written consent of Lessor to such improvement; provided that such consent shall not be unreasonably withheld. If a new charge or fee relating to the ownership or use of the Leased Premises or the receipt of rental therefrom or in lieu of property taxes is assessed or imposed on real estate and improvement thereon imposed, then, to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there fromextent permitted by law, Tenant shall pay and discharge such charge or fee. Tenant, however, shall have no obligation to pay any income, profits, or franchise tax levied on the same with respect to the rents due hereundernet income derived by Lessor from this lease.

Taxes and Assessments. Tenant shall acknowledges and agrees that this Lease may create a possessory interest subject to property taxation. Tenant agrees to pay all real estate taxes and assessments becoming due and payable with respect to discharge, as additional rent for the Premises during the lease term of this Lease, before delinquency, all taxes (including, without limitation, possessory interest taxes associated with the Premises, this Lease and any extension thereofso-called value added tax), assessments (including, without limitation, all assessments for 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 of this Lease), fees, levies, water and sewer rents, rates and charges, vault license fees or rentals, license and permit fees and other governmental charges of any kind or nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, or hereinafter levied or assessed in lieu of or in substitution of any of the foregoing (all taxes of the foregoing collectively called "taxes") which are or other charges imposed may be at any time or from time to time during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contestlevied, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter leviedcharged, assessed or imposed on real estate and improvement thereon to upon or against the Premises or any improvements which are now or hereafter located thereon, or against any of Tenant's personal property now or hereafter located thereon, or which may be levied, charged, assessed or imposed wholly upon or partially as a capital levy, against the leasehold estate created hereby or otherwise, which may be imposed upon any taxable interest of Tenant acquired pursuant to this Lease on the rents received there from, account of any taxable possessory right which Tenant may have acquired pursuant to this Lease. Tenant shall pay and discharge or reimburse Landlord, as the same with respect case may be, for any fines, penalties, interest or costs which may be added by the col lecting authority for the late payment or nonpayment of any taxes required to the rents due be paid by Tenant hereunder.

Taxes and Assessments. Tenant shall pay without abatement, deduction or offset all real estate taxes and assessments becoming due personal property taxes, general and payable with respect special assessments, and other charges of every description levied on or assessed against the Leased Premises, improvements located on the Leased Premises, personal property located on or in the land or improvements, the leasehold estate, or any subleasehold estate, to the Premises full extent of installments falling due during the lease term and any extension thereofterm, and all taxes whether belonging to or other charges imposed during the lease term chargeable against Landlord or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365Tenant. Tenant shall have make all such payments directly to the right to contestcharging authority at least fifteen (15) days before delinquency and before any fine, objectinterest or penalty shall become due or be imposed by operation of law for nonpayment. If, or oppose however, the legality or validity law permits the payment of any taxor all of the above items in installments (whether or not interest accrues on the unpaid balance), assessmentTenant may, at Tenant's election, utilize the permitted installment method, but shall pay each installment with any interest before delinquency. Tenant shall pay any charge or charge, provided that prompt notice of such contest, objection, or opposition be given levy only upon the rent payable by the Tenant under this Lease to Landlord, and provided further that Tenant promptly thereafter set aside any tax in a separate escrow account funds equal lieu of property tax, but shall not be required to pay any franchise, state inheritance, succession, capital levy or transfer tax of the Landlord, or any income, excess profits or revenue tax, or any other tax, assessments or charge attributable to Landlord. In addition, Landlord shall be solely responsible for any income taxes assessed against Landlord arising out of its operation of the Airport or related to the amount of the taxes, assessments, or charges being contested, objected, or opposed by rents received from Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term of this Lease any tax, however described, is levied or any extension thereofassessed against Landlord as a substitute, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the in whole or in part, for any part of the real property taxes, assessments, or charges now or hereafter levied, assessed or imposed on in addition to such real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there fromproperty taxes, Tenant shall pay before delinquency the substitute or additional tax or excise. Such substitutes include, but are not limited to, any possessory interest tax imposed on Tenant by California Revenue and discharge Taxation Code Sections 103 and 107. Tenant hereby expressly acknowledges that Landlord has given Tenant notice that Xxxxxx's possessory interest in the same with respect to the rents due hereunderdemised premises may be taxed.

Taxes and Assessments. Tenant Real estate taxes shall pay all be apportioned on the Closing Date. If the tax bxxx for the real estate tax year in which the Closing occurs has not been issued on or before the date of the Closing, the apportionment of taxes shall be computed based upon the most recent tax bxxx available and shall assume payment at the maximum discounted tax amount. If, on the date of Closing, bills for the real estate taxes imposed upon the Premises for the real estate tax year in which Closing occurs have been issued and assessments becoming are due but shall not have been paid, such taxes shall be paid at the time of Closing. Seller expressly reserves the right to continue and payable with respect conduct, at its sole cost and expense, any tax certiorari or reduction proceedings currently in effect and relating to the Premises during in respect of the lease term and any extension thereof, real estate tax year in which the Closing occurs and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewithprior real estate tax years. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant Buyer shall have the right to contestcontinue, object, settle or oppose prosecute any tax certiorari or reduction proceedings relating to the legality Premises in respect of the real estate tax years after the year in which the Closing occurs. Seller shall have the sole right and discretion to compromise or validity settle any tax certiorari or reduction proceedings relating to the Premises in respect of any tax, assessment, or chargethe real estate tax year in which the Closing occurs, provided that prompt notice of such contestSeller obtains Buyer’s prior consent thereto, objection, or opposition which consent shall not be given to Landlordunreasonably withheld, and provided further that Tenant promptly thereafter set aside all prior real estate tax years without Buyer’s consent. Buyer agrees to reasonably cooperate with Seller in a separate escrow account funds equal all such proceedings. Real estate tax refunds for periods prior to the amount Closing, except to the extent any refund from such appeal must be credited to tenants under the Existing Leases, shall be the sole property of Seller. Real estate tax refunds and credits received after the taxesClosing Date which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge after deducting the amounts finally determined to be due following the exercise reasonable expenses of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension collection thereof, subject to the method rights of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same tenants with respect to such refunds. To the rents due hereunderextent received by either Seller or Buyer, sums payable to the other hereunder shall be held by the party receiving such funds as a trust fund, and remitted to the party entitled thereto within five (5) business days of receipt.

Taxes and Assessments. Tenant Taxes shall pay be apportioned on the Closing Date: (A) Seller shall be allocated and bear all liability for Taxes relating to the period ending prior to the Closing Date and (B) Buyer shall be allocated and bear all liability for Taxes relating to the periods on and after the Closing Date. For purposes of the foregoing, Taxes based on income, sales, gross receipts or similar items shall be allocated on a “closing of the books” method, with Seller’s portion ending on the date immediately prior to the Closing Date, and real estate taxes estate, property and assessments becoming similar Taxes that are imposed on a periodic basis prorated over such period based on the number of days prior to the Closing Date. If the real property Tax xxxx for the Tax year in which the Closing occurs has not been issued on or before the Closing Date, the apportionment of real property Taxes shall be computed based upon the most recent Tax xxxx available. If, on the Closing Date, bills for the real property Taxes imposed upon the Real Property for the Tax year in which Closing occurs have been issued and are due and payable but shall not have been paid, such real property Taxes shall be paid at the time of Closing pursuant to the apportionment provided by this Section 7(a)(v). For the avoidance of doubt, any refunds of real property Taxes (including in the form of a direct credit or estimated Tax payments) with respect to the Premises during period up to the lease term and Closing Date (any extension thereofsuch refund, a “Pre-Closing Tax Refund”), shall be for the account of Seller, and all taxes or other charges imposed during the lease term or Buyer shall pay over to Seller any extension thereof such Pre-Closing Tax Refund (including any interest received with respect to any business conducted thereto) within ten (10) Business Days after receipt, or if the Pre-Closing Tax Refund is in the form of a direct credit, within ten (10) Business Days after the date on which the Premises by Tenant Tax Return claiming such credit is filed. Buyer shall cooperate with Seller in obtaining such Pre-Closing Tax Refunds, including through the filing of amended Tax Returns or any personal property used by Tenant refund claims, provided Seller shall reimburse Buyer for all reasonable and actual third party associated costs and expenses incurred in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunder.

Taxes and Assessments. All non-delinquent real property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, “Taxes”), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. Seller shall be responsible for all taxes relating to prior years. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall pay all be made. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to reproration after Closing. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments becoming due on the Property payable from and payable after the Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the Closing. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or validity to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Closing, or chargeas may be necessary to carry out the intention of this subsection, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Buyer will cause any transferee to hold Landlord harmless from and to fully pay and discharge assume the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so obligations set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderforth herein.

Taxes and Assessments. Tenant shall pay all real Real estate taxes and assessments becoming due imposed by any governmental authority which are not payable by tenants either directly or reimbursable under the Leases shall be prorated as of the Closing Date based upon the tax xxxx(s) received for and payable with respect applicable to the Premises during period(s) in which the lease term Closing Date occurs; or, to the extent such tax xxxx(s) and any extension thereofapplicable amount(s) are not available by the Closing Date, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted based on the Premises most recent tax bills. Seller shall receive a credit for any taxes and assessments paid by Tenant Seller for the period during which the Closing Date occurs from the Closing Date to the end of the applicable taxing period, less any amounts that Seller has already been reimbursed by tenants for such period. Subject to the rights of the tenants under the Leases, (i) all refunds or any personal tax savings relating to real property used by Tenant in connection therewith. Taxes, assessments taxes shall inure to the benefit of Seller if such refunds or other charges which Tenant is obligated to pay or cause to be paid hereunder and which tax savings relate to any fraction period for which Seller owned the Property, including any refunds or amounts which may be due as a result of that certain Tax Credit Agreement dated as of March 24, 2011, by and among the Major Tenant, the Company, and Xxxxxx County, Maryland (the “Tax Credit Agreement”), and (ii) all refunds or tax savings relating to real property taxes shall inure to the benefit of Buyer if such refunds or tax savings relate to any period for which Buyer owns the Property, including any refunds or amounts which may be due as a tax year at result of the commencement Tax Credit Agreement. Buyer shall first refund any such savings or termination of this Lease shall be prorated based upon refunds to the ratio that tenants, if required pursuant to the number of days in such fractional tax year bears to 365. Tenant shall have Leases or the right to contestTax Credit Agreement, object, or oppose and second promptly remit the legality or validity of any tax, assessment, or charge, provided that prompt notice balance of such contestsavings or refunds, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount extent applicable to Seller’s period of the taxesownership, assessments, to Seller. Seller shall remit to Buyer any such refund or charges being contested, objected, or opposed by Tenant. Tenant agrees tax savings relating to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise Buyer’s period of such right to contest, object or opposeownership, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon amounts required to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect refunded to the rents due hereundertenants pursuant to the Leases or the Tax Credit Agreement to the extent applicable to Seller’s period of ownership, promptly upon Seller’s receipt.

Taxes and Assessments. Seller and Buyer acknowledge and agree that, (a) as of the date hereof, Buyer, as “Lessee” under the Tenant shall pay Leases, is solely responsible for the payment of all real estate and personal property taxes and assessments becoming due and on the Property (including any assessments payable with respect to the Premises during that certain bond financing facility pursuant to the lease term and any extension thereof, CFD 2001-1 Xxxxx Xxxx Bond (the “Xxxxx Xxxx Facility”)) and all taxes of any kind imposed on the Property, and (b) from and after the Closing Date, Buyer, as owner of the Property, shall continue to be solely responsible for the payment of all such taxes and assessments. Accordingly, there will be no prorations pursuant to this Agreement for taxes and assessments; provided, however, that Seller shall cause its mortgage lender to pay, out of funds previously deposited by or other charges imposed during on behalf of Seller with such lender, if any, the lease term current real estate tax xxxx for the Property due and payable on or before December 10, 2011. Notwithstanding the foregoing or any extension thereof termination of the Tenant Leases on or after the Closing Date, Seller and Buyer agree that from and after the Closing the covenants, conditions and provisions of the Tenant Leases and the rights, obligations and liabilities of Buyer, as “Lessee”, and Seller, as “Lessor”, applicable to the payment of taxes and assessments (including, without limitation, in connection with the reconciliation and true up of such amounts and proceedings for the reduction of the assessed valuation of the Property and the proration of such amounts as of the expiration or earlier termination of the Tenant Leases), shall continue to govern and control with respect to any business conducted on the Premises by Tenant or any all such real estate, personal property used by and other taxes and assessments imposed on or related to the Property to the extent such taxes and assessments were due and payable prior to the Closing Date. For purposes of this Section 6D(3)(a), the aforementioned covenants, conditions and provisions of the Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder Leases shall survive the Closing Date and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that Tenant Leases. Notwithstanding anything to the number of days in such fractional tax year bears contrary contained herein, if, pursuant to 365. the Tenant shall have Leases, Buyer (as “Lessee” thereunder) has directly paid the right real estate taxes due December 10, 2011 prior to contestthe Closing Date, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice then an interim allocation of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant taxes shall pay and discharge the same with respect to the rents due hereunderoccur at Closing.

Taxes and Assessments. Tenant agrees to pay its prorated share of, before delinquency, any and all real and personal property taxes levied or assessed and which become payable during the term hereof (commencing with the Commencement Date) upon the Premises, Building and Related Improvements, whether said taxes are assessed against Landlord or Tenant. Tenant agrees to include all alterations, additions or leasehold improvements made by or for Tenant to the extent allowed by law on Tenant’s personal property tax return, and if any such Alteration, addition or leasehold improvement is nevertheless included in Landlord’s real estate or personal property tax assessment and xxxx, Tenant shall pay all real estate taxes and reimburse Landlord with respect thereto. Tenant shall only be responsible for that portion of any assessments becoming that shall be due and payable during the lease term (including extensions), assuming the maximum deferment of such assessments under applicable law. In addition to rental and other charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord, upon demand, for any and all taxes assessed against Landlord (other than income taxes) whether or not now Customary or within the contemplation of the parties hereto: (i) upon, allocable to, or measured by or on the rental or other charges payable hereunder, including, without limitation, any sales or use tax on such rental, or excise tax levied by the State of Wisconsin, any political subdivision thereof, or the federal government with respect to the Premises during the lease term and any extension thereof, and all taxes receipt of such rental or other charges imposed during the lease term or any extension thereof other similar tax; (ii) upon or with respect to any business conducted on the possession, leasing, operation, management, maintenance alteration, repair, use or occupancy by Tenant of the Premises by Tenant or any portion thereof; (iii) upon or measured by the value of the Premises; (iv) upon or measured by the value of Tenant’s personal property used by Tenant or leasehold improvements located in connection therewith. Taxes, assessments the Premises; (v) upon this transaction or other charges any document to which Tenant is obligated a party creating or transferring an interest or an estate in the Premises; or (vi) upon Tenant’s energy consumption (collectively “Taxes”). Tenant shall not have to pay reimburse Landlord for any late penalties or cause to default interest arising from the delinquent payment by Landlord of any of the Taxes described in the previous sentence. All Taxes (with the exception of personal property taxes on Tenant’s personal property) shall be paid hereunder and which relate to any fraction of a tax year prorated at the commencement or termination and expiration of the term of this Lease Lease. Tenant shall be prorated based upon pay to Landlord in advance on the ratio same dates that monthly installments of rent are due, an amount equal to one-twelfth (1/12th) of the number estimated pro-rata share (See Section 4.5) of days in such fractional tax year bears Taxes for the Premises, and to 365the extent received by Landlord, Landlord shall apply the same to the Taxes when or before they come due. Tenant shall have the right right, at its own cost and expense, to contestinitiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of Taxes assessed to or levied upon the Premises and required to be paid against Landlord’s estate and, objectif required by law, or oppose Tenant may take such action in the legality or validity name of any taxLandlord who shall cooperate with Tenant to such extent as Tenant may reasonably require; provided, assessmenthowever, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold shall fully indemnify and save Landlord harmless from all loss, cost, damage and to fully pay and discharge the amounts finally determined expense incurred by or to be due following the exercise of such right to contest, object incurred by Landlord or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderresult thereof.

Taxes and Assessments. Tenant In addition to the rents provided for herein, Lessee, for the term of this Lease, shall pay reimburse Lessor for all real estate taxes and assessments becoming Lessee's percentage share of the cost of any special assessment or similar charge levied against the Demised Premises by any taxing authority (an "Imposition"). Any such costs shall be amortized over their useful lives, as determined by Lessor in accordance with generally accepted accounting principles and only the annual amortization amount shall be payable by Lessee in any calendar year. If, by law, any Imposition is payable, or may at the option of the taxpayer be paid in installments, Lessee may pay the same, together with any accrued interest on the unpaid balance of the Imposition, in installments, as the same respectively become due and payable with respect payable, before a fine, penalty, interest or cost may be added thereto for nonpayment thereof. Lessee shall reimburse Lessor for such payments subject to amortization provisions herein. Further, if any Imposition relating to a fiscal period of a taxing authority, a part of which period is included within the term hereof, any part of which is included in the period of time either prior to the Premises during Commencement Date or the lease end of the term hereof, then such Imposition shall be adjusted between Lessor and any extension thereofLessee as of the Commencement Date or the end of the term hereof, and all taxes or other charges imposed during as the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewithcase may be. Taxes, assessments or other charges which Tenant is obligated Lessee shall not be required to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based taxes imposed upon the ratio that the number income, receipts or profits of days in such fractional tax year bears to 365Lessor. Tenant Lessee shall have the right to contest, object, or oppose contest the legality amount or validity of any taxImposition by appropriate legal proceedings; provided, assessmenthowever, that this right shall not relieve, modify or charge, provided that prompt notice of extend the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Lessee's obligation to pay such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing Imposition at the commencement of time and in the lease term shall be altered so as to cause manner provided in the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderpreceding paragraph.

Taxes and Assessments. Tenant All current real property taxes and all payments on general and special bonds and assessments on the Land shall be prorated through Escrow between Buyer and Seller as of Closing based upon the latest available tax information, using the customary escrow procedures. Any taxes levied under the Supplemental Tax Roll and attributable to the period prior to Closing shall be paid by Seller, and any such taxes attributable to the period from and after Closing shall be paid by Buyer. If the Land is part of a larger tax parcel which remains unsegregated on the San Diego, California Tax Assessors' Rolls for the coming fiscal tax year and any installment of tax becomes due before such segregation is made, then, prior to the later of (i) thirty (30) days after notice from Seller, or (ii) two (2) business days prior to the date such taxes become due and payable, Buyer shall pay all real estate Seller for the percentage of taxes and assessments becoming due and payable with respect to as regards the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted Land on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges an acreage basis which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount percentage obtained by dividing the acreage of the Land by the acreage for the entire tax parcel. Notwithstanding the foregoing, Buyer shall be fully and solely responsible for the payment of all taxes levied under the Supplemental Tax Roll relating to the Land, and if Seller pays for any such taxes, assessmentsBuyer shall reimburse Seller for such amounts upon thirty (30) days notice from Seller. Additionally, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise if any portion of such right tax parcel is reassessed due to contestimprovements constructed thereon, object or opposethe owner of the portion of such tax parcel upon which such improvements are constructed shall be fully and solely responsible for such increased assessment, together with and if Seller pays for any penaltiessuch taxes which are Buyer's responsibility, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant Buyer shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunderreimburse Seller for such amounts upon thirty (30) days notice from Seller. If the Land is not separately assessed and segregated at any time during the lease term or any extension thereofClosing, the method of taxation prevailing at the commencement of the lease term shall be altered so as Buyer and Seller agree to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon Land thereafter to be levied, separately assessed or imposed wholly or partially as a capital levy, or otherwise, and segregated in Buyer's name on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereundercurrent tax roll as provided by applicable statutes.

Taxes and Assessments. Tenant shall pay all General real estate taxes and assessments becoming imposed by governmental authority and any assessments imposed by private covenant constituting a lien or charge on the Property for the then current calendar year or other current tax period (collectively, “Taxes”) not yet due and payable with respect shall be prorated at Closing. Taxes for all years prior to the Premises during year in which Closing occurs shall be paid solely by Seller at or prior to Closing. If the lease term Closing occurs prior to the receipt by Seller of the tax xxxx for the calendar year or other applicable tax period in which the Closing occurs, Purchaser and any extension thereofSeller shall prorate Taxes for such calendar year or other applicable tax period based upon the most recent ascertainable assessed value of the Property and most recently available tax rates. If the Property has not been assessed on an “as completed” basis, but will be assessed on an “as completed” basis and will also be due and payable in the year in which the Closing occurs, the parties shall complete the proration of Taxes at Closing as provided in the immediately preceding sentence, and all taxes Seller agrees to escrow at Closing a portion of Seller’s net proceeds from the sale of the Property in an amount equal to its portion of such Taxes as reasonably determined by the parties’ in good faith, in order to secure payment by Seller of its portion of such Taxes. Any refund or other charges imposed during rebate of Taxes resulting from a tax protest, challenge or appeal (an “Appeal”) for a tax year ending prior to the lease term Closing Date shall belong to Seller, whether received before or any extension thereof with respect after Closing, and Seller shall have the sole authority to any business conducted on the Premises by Tenant prosecute such Appeals. Any refund or any personal property used by Tenant rebate of Taxes, less costs incurred in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a resulting from an Appeal for the tax year at in which the commencement or termination of this Lease Closing Date occurs shall be prorated based upon between the ratio that parties as of the number of days Closing Date, whether received before or after Closing, and Seller and Purchaser shall mutually cooperate in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity prosecution of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal Appeal prior to the amount Closing Date and after the Closing Date Seller and Purchaser shall mutually cooperate in the prosecution of any such Appeal. All real estate taxes imposed because of a change of use of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Property prior to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term Closing shall be altered so as to cause the whole or any part responsibility and obligation of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderSeller.

Taxes and Assessments. Tenant shall pay all real estate taxes prior to delinquency and assessments becoming due show evidence of said payment, in accordance with Paragraph 4C above, and payable this Paragraph 7, any "Taxes and Assessments" (as hereinafter defined) accruing during the Term hereof with respect to the Premises during (which for purposes of this Paragraph 7 shall be deemed to include the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on land of the Premises by Tenant or any personal property used by Tenant in connection therewithand the improvements located upon such land, including, without limitation, the Building). Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder Any Taxes and which relate to any fraction Assessments payable for the partial tax years of a tax year at the commencement or termination first and last Lease Years of this Lease the Term shall be prorated based upon on the ratio that the total number of days in such fractional tax year Lease Year bears to 365the total number of days in the tax year. As used herein, the term "Lease Year" shall be defined as each twelve (12) month period commencing on the Commencement Date and each anniversary of the Commencement Date, except that the last Lease Year shall end on the last day of the calendar month which includes the twentieth (20th) anniversary of the Commencement Date or the last day of the calendar month of any option period which is exercised by the Tenant in accordance with the terms of this Lease. As used herein, the term "Taxes and Assessments" shall have include all general and/or special real property and improvement taxes, any for-in of assessment, reassessment, special assessment, license fee, license tax, business license tax, commercial-rental tax, in-lieu tax, possessory interest tax, levy , charge, penalty or similar imposition whatever or at all imposed by any authority having the right power to contesttax, objectincluding any city , county, state or federal government, or oppose any school, street, storm- drain, sidewalk, community-facility , park-and-ride, agricultural, lighting, drainage and other improvement or special assessment district thereof, or any agency or public body, upon or against the legality Premises and/or any legal or validity equitable interest of Landlord in the Premises, including but not limited to the following: (a) any assessment, reassessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally of, any assessment, tax, fee, levy or chargecharge previously included within the definition of real property tax, provided it being acknowledged by Tenant and Landlord that prompt notice of such contestassessments, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the 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 (it being the intention of Tenant and Landlord that all such new and increased assessments, reassessments, taxes, fees, levies and charges and all similar assessments, reassessments, taxes, fees, levies and charges imposed now or charges being contestedhereafter be included within the definition of real property taxes for the purposes of this Lease); (b) any assessment, objectedtax, fee, levy or opposed charge allocable to or measured by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise area of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole all or any part of the Premises or the rent payable with respect thereto; (c) any assessment, tax, fee, levy or charge upon leasing transactions involving Tenant with respect to all or any part of the Premises; (d) any assessment or reassessment related to any change of ownership, limited, however, to one (I) time per each ten (10) years of the herein Lease term, of any interest in the Premises or portion thereof held by Landlord or any addition or improvement to the Premises or a portion thereof, or any other assessment levied on the Premises and attributed to the Premises. Taxes and Assessments shall not include Landlord's federal, state or local income, franchise, inheritance or estate taxes. In addition to the foregoing, Tenant shall pay, prior to delinquency, all taxes, assessments, or license fees and public charges now or hereafter levied, assessed or imposed upon its business operation, trade fixtures, merchandise and other personal property in, on real estate and improvement thereon to be leviedor upon the Premises. Any tax bills, assessed or imposed wholly or partially as a capital levystatements, or otherwiseassessments for such taxes shall be forwarded by Landlord to Tenant, or Landlord shall cause the taxing agency or entity to send such tax bills,. statements, or assessments directly to Tenant and Tenant shall make payment of all amounts directly to the taxing agency or entity on or before the rents received there fromdue date therefore. Notwithstanding the foregoing, if Tenant fails to make such payment on a timely basis, Landlord may make such payment and any interest or penalties due thereon. In such event, Tenant shall pay and discharge after written notice to Tenant of the same with respect to amount paid by Landlord, reimburse Landlord for such amount on or before the rents due hereunderdate for the next payment of Base Rent. The reimbursement amount shall be deemed additional rent payable by Tenant.

Taxes and Assessments. Tenant shall pay before delinquency all real estate taxes taxes, assessments, license fees and assessments becoming due other charges ("taxes") that are levied and assessed against Tenant's personal property installed or located in or on the premises, and that become payable with respect to the Premises during the lease term term. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments. If any taxes on Tenant's personal property are levied against Landlord or Landlord's property, or if the assessed value of the building and any extension thereofother improvements in which the premises are located is increased by the inclusion of a value placed on Tenants' personal property, and all if Landlord pays the taxes on any of these items or other charges imposed during the lease term or any extension thereof with respect to any business conducted taxes based on the Premises by Tenant increased assessment of these items, Tenant, on demand, shall immediately reimburse Landlord for the sum of the taxes levied against Landlord, or any personal property used by Tenant the proportion of the taxes resulting from the increase in connection therewithLandlord's assessment. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant Landlord shall have the right to contestpay these taxes, objectand shall be reimbursed therefor by Tenant, or oppose regardless of the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenantlevy. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there fromAs additional rental, Tenant shall pay its proportionate share determined as provided below of all increases in real property taxes and discharge general and special assessments ("real property taxes"), whether the same with respect increases result from increased rate and/or valuation, levied and assessed against the building, other improvements, and land of which the premises are a part, for the base year, which is tax year 1995. Tenant's proportionate share of such real property tax increases shall be the ratio of the increase that total number of square feet in the premises bears to the rents due hereundertotal number of leasable square feet in the building and other improvements in which the premises are located. Each year Landlord shall notify Tenant of Landlord's calculation of Tenant's proportionate share of the real property taxes and together with such notice shall furnish Tenant with a copy of the tax bill, including the tax bill xxx the base year. Tenant shall reimburse Landlord for Tenant's proportionate share of the increase in the real property taxes semiannually not later than thirty (30) days before the taxing authority's delinquency date or ten (10) days after receipt of the tax bill xxxm Landlord, whichever is later. Tenant's liability to pay real property taxes shall be prorated on the basis of a 365-day year to account for any fractional portion of a fiscal tax year included in the term or extended term at its commencement and expiration.

Taxes and Assessments. Tenant Ad valorem property taxes that are or will be assessed against and attributable to the existing tax parcel(s) that include any part of the Property (“Taxes”) and special assessments, including drainage assessments, if any, that are or will be assessed against and attributable to the existing tax parcel(s) that include any part of the Property (“Assessments”) shall be allocated and paid in accordance with this Section unless otherwise mutually agreed by the parties in writing. At the time of Closing, Seller shall pay any unpaid balance of the 2020 Taxes due in 2021 (“2020 Taxes”), any unpaid Taxes for any earlier period, and any unpaid Assessments last payable without a penalty on or before the day of Closing, all real estate taxes and assessments becoming due of which shall be paid directly to the appropriate tax collection office out of Seller’s proceeds at Closing. If not ascertainable and payable at the time of Closing, the 2020 Taxes shall be estimated by Seller based on 100% of the 2019 Taxes due in 2020 (“Estimated 2020 Taxes”). The Estimated 2020 Taxes (as may be adjusted by Seller, in its sole discretion, for any tax parcel split which may be applicable to the Purchased Tract(s) following Closing) shall be paid by Seller via credit against the sums due from Buyer at Closing, and Buyer shall then pay (and indemnify Seller for) all Taxes and Assessments due after Closing to the extent attributable to the Property. Buyer shall be responsible for the 2021 Taxes due in 2022 (“2021 Taxes”) to the extent attributable to the Property. For the avoidance of doubt, there will be no proration of 2021 Taxes regardless of the date of Closing. If the conveyance of the Property involves a tax parcel split and any Taxes and/or Assessments are billed after Closing in a manner which does not reflect the split, Buyer shall cooperate with the other owner(s) of land from the same parent parcel to facilitate the timely payment of such Taxes and/or Assessments, and Buyer shall pay (and indemnify Seller for) the portion attributable to the Property. SELLER’S ESTIMATE OF THE 2020 TAXES AND ANY ADJUSTMENT MADE BY SELLER FOR ANY APPLICABLE TAX PARCEL SPLIT SHALL BE CONCLUSIVE. AS BETWEEN BUYER AND SELLER, THE ESTIMATED CREDIT FOR 2020 TAXES AT CLOSING SHALL NOT BE SUBJECT TO ANY FURTHER SETTLEMENT OR ADJUSTMENT AFTER CLOSING EVEN THOUGH THE AMOUNT ESTIMATED AT CLOSING MAY VARY FROM THE ACTUAL AMOUNT DUE ONCE THE TAX RATES, ASSESSMENTS AND/OR PARCEL SPLITS ARE FINALIZED. AFTER CLOSING, NEITHER SELLER, AUCTION COMPANY NOR CLOSING AGENT SHALL HAVE ANY LIABILITY, RESPONSIBILITY OR OBLIGATION WHATSOEVER FOR ANY TAXES OR ASSESSMENTS THAT ARE OR WILL BE ASSESSED AGAINST AND ATTRIBUTABLE TO THE PROPERTY. Notwithstanding the foregoing provisions, in lieu of a credit to Buyer, Seller may elect to deliver to the Closing Agent, at the time of or prior to Closing, the entire amount of the Estimated 2020 Taxes to be: (a) held in escrow and applied towards the payment of the 2020 Taxes when billed after Closing; or (b) paid directly to the county as an estimated prepayment of the 2020 Taxes. In any event, having received the benefit of Seller’s estimated payment via credit, escrow or direct prepayment as provided above, Xxxxx shall then pay all Taxes and Assessments which become due after Closing to the extent attributed to the Property (and to the extent not paid via escrow or direct prepayment as provided above). When the 2020 Taxes are billed after Closing, any shortage or surplus with respect to the Premises during the lease term and any extension thereofestimated amount paid by Xxxxxx (whether via credit, and all taxes escrow or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to direct prepayment) shall be paid hereunder and which relate or retained by or refunded to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal Buyer (to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect extent attributed to the rents due hereunderProperty).

Taxes and Assessments. Tenant shall Lessee agrees to pay all real estate water, rents, taxes and assessments becoming due general and payable with respect to the Premises during the lease term special, sanitary and any extension thereofstorm sewer assessments and user fees, and all taxes other impositions ordinary and extraordinary, of every kind and nature whatsoever (“Impositions”) levied or other charges imposed assessed upon the Demised Premises or any part thereof or upon any of the buildings or improvements at any time situated thereon or levied or assessed upon the interest of the Lessee or the Lessor in or under this Lease during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewithof this Lease. Taxes, assessments or other charges which Tenant is obligated to pay or cause to The Impositions shall be paid hereunder by the Lessee prior to delinquency. Lessee covenants and which relate agrees to any fraction of a tax year deliver to the Lessor, at the commencement or termination place where rent is payable, documentation showing the payments of this Lease shall be prorated based upon the ratio Impositions within thirty (30) days after the respective payments evidenced thereby. It is further agreed that the number of days in such fractional tax year bears to 365. Tenant Lessor shall have the right at all times during the term of this Lease to contestpay any Impositions upon the Demised Premises, objectthe buildings at any time situated thereon or any interest therein remaining unpaid after the same shall have become delinquent and to pay, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlordcancel, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds clear all liens, charges and claims upon or against the Demised Premises which the Lessee is obligated by this Lease to pay and redeem any of them from time to time, and the amount so paid, including reasonable expenses, shall be additional rent due from the Lessee to the Lessor the day rent is next payable with interest at an annual rate equal to the amount Prime Rate as published in the Wall Street Journal, plus two percent (2%) from the date of the taxespayment thereof by the Lessor until the repayment thereof to the Lessor by the Lessee; it being expressly agreed, assessmentshowever (all other provisions of this Lease to the contrary notwithstanding) that the Lessee shall not be required to pay, discharge or charges being contested, objected, remove any Impositions or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge charge upon or against the amounts finally determined to be due following Demised Premises or any part thereof or the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If improvements at any time during situated thereon so long as the lease term Lessee shall in good faith contest the same or any extension thereofthe validity thereof by appropriate proceedings, which shall operate to prevent the method of taxation prevailing at the commencement collection of the lease term shall be altered Impositions so as to cause contested or the whole sale of the Demised Premises or any part thereof to satisfy the same and that pending the outcome of any such proceedings the Lessor shall not have the right to pay, remove, or discharge the Impositions thereby contested. The Lessee shall at all times indemnify and hold the Lessor harmless from any and all legal claims arising out of Xxxxxx’s nonpayment of the taxesImpositions, assessmentsunless and except where legitimately contested or disputed pursuant to the terms of this Lease or to the extent caused by the Lessor’s actions or omissions. Notwithstanding the exceptions to Xxxxxx’s indemnification obligation contained in this Paragraph 14, the parties do not intend, and this Paragraph 14 does not, negate or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, nullify any right on the rents received there from, Tenant shall pay part of the Pinal County to levy taxes and discharge the same other assessments as provided by and in accordance with respect to the rents due hereunderArizona law.

Taxes and Assessments. Tenant Borrower shall pay all real estate taxes, levies, charges and assessments against or affecting the Property including, but not limited, to assessments on appurtenant water stock, imposed by any public or quasi-public authority or utility company which are (or if not paid, may become) a lien on all or part of the Property or any interest in it, or which may cause any decrease in the value of the Property or any part of it, as the same become due and payable, and, upon request by Lender, Borrower shall deliver to Lender such evidence of the payment thereof as Lender may require. If Borrower fails to do so, Lender may pay them, together with all costs and penalties thereon, at Borrower's expense; provided however, that Borrower may in good faith, in lieu of paying such taxes and assessments becoming as they become due and payable payable, by appropriate proceedings, contest their validity. Pending such contest, Borrower shall not be deemed in default under this Instrument because of such nonpayment if: (a) prior to delinquency of the asserted tax or assessment, Borrower furnishes Lender an indemnity bond secured by a deposit in cash or other security acceptable to Lender, or with respect a surety acceptable to Lender, in the Premises during amount of the lease term and any extension thereoftax or assessment being contested by Borrower plus a reasonable additional sum to pay all costs, interest, and all taxes penalties that may be imposed or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant incurred in connection therewith. Taxes, assessments conditioned that such tax or other charges which Tenant is obligated to pay or cause assessment, with interest, cost and penalties, be paid as herein stipulated; and (b) Borrower promptly pays an amount adjudged by a court of competent jurisdiction to be paid hereunder due, with all costs, penalties and which relate to interest thereon, before the judgment becomes final. In any fraction of a tax year at event, the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or chargepenalties, provided that prompt notice of such contest, objection, or opposition be given to Landlordinterest, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal costs shall be paid prior to the amount of date on which any writ or order is issued under which the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole Property or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to Property may be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereundersold in satisfaction thereof.

Taxes and Assessments. Tenant Real estate taxes, ad valorem taxes, taxes in lieu, pilot payments, assessments and similar property taxes (“Real Property Taxes”) shall pay be apportioned as of the Cut-Off Time as follows:(A) Seller shall be allocated and bear all real estate taxes liability for Real Property Taxes relating to the period ending prior to the Closing Date and assessments becoming (B) Buyer shall be allocated and bear all liability for Real Property Taxes relating to the periods on and after the Closing Date. If the Real Property Tax xxxx for the Real Property Tax year in which the Closing occurs has not been issued on or before the Closing Date, the apportionment of Real Property Taxes shall be computed based upon the most recent Real Estate Tax xxxx available. If, on the Closing Date, bills for the Real Property Taxes imposed upon the Real Property for the Real Property Tax year in which Closing occurs have been issued and are due and payable but shall not have been paid by Seller, such real property Taxes shall be paid at the time of Closing pursuant to the apportionment provided by this Section 7(a)(v). For the avoidance of doubt, any refunds of Real Property Taxes (including in the form of a direct credit or estimated Tax payments) with respect to the Premises during period up to the lease term Cut-Off Time (any such refund, a “Pre-Closing Tax Refund”) shall be for the account of Seller, and Buyer shall pay over to Seller any such Pre-Closing Tax Refund (including any interest received with respect thereto) within ten (10) Business Days after receipt, or if the Pre-Closing Tax Refund is in the form of a direct credit, within ten (10) Business Days after the date on which the Tax Return claiming such credit is filed. Buyer shall cooperate with Seller in obtaining such Pre-Closing Tax Refunds, including through the filing of amended Tax Returns or refund claims, provided Seller shall reimburse Buyer for all reasonable and actual third party associated costs and expenses incurred in connection with the collection of any Pre-Closing Tax Refunds related to the period prior to the Cut-Off Time. Notwithstanding anything to the contrary set forth in this clause (v), for U.S. federal income Tax purposes (and any extension thereofcomparable provision of state and local income Tax Law), the parties agree to treat the transactions contemplated by this Agreement as purchases and all taxes or other charges imposed during sales of the lease term or any extension thereof with respect to any business conducted on the Premises assets owned by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder Seller and which relate to any fraction of a tax year at the commencement or termination of this Lease no income Taxes shall be prorated based upon between the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderparties.

Taxes and Assessments. Tenant shall acknowledges and agrees that this Lease will create a possessory interest subject to property taxation. Tenant agrees to pay all real estate taxes and assessments becoming due and payable with respect to discharge, as additional rent for the Premises during the lease term of this Lease, before delinquency, all taxes (including, without limitation, possessory interest taxes associated with the Premises, this Lease and any extension thereofso-called value added tax), assessments (including, without limitation, all assessments for 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 of this Lease), fees, levies, water and sewer rents, rates and charges, vault license fees or rentals, license and permit fees and other governmental charges of any kind or nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, or hereinafter levied or assessed in lieu of or in substitution of any of the foregoing (all taxes of the foregoing collectively called "taxes") which are or other charges imposed may be at any time or from time to time during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contestlevied, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter leviedcharged, assessed or imposed on real estate and improvement thereon to upon or against the Premises or any improvements which are now or hereafter located thereon, or against any of Tenant's personal property now or hereafter located thereon, or which may be levied, charged, assessed or imposed wholly upon or partially as a capital levy, against the leasehold estate 859044.doc 6/8/2012 created hereby or otherwise, which may be imposed upon any taxable interest of Tenant acquired pursuant to this Lease on the rents received there from, account of any taxable possessory right which Tenant may have acquired pursuant to this Lease. Tenant shall pay and discharge or reimburse Landlord, as the same with respect case may be, for any fines, penalties, interest or costs which may be added by the collecting authority for the late payment or nonpayment of any taxes required to the rents due be paid by Tenant hereunder.

Taxes and Assessments. Tenant All real property and personal property Taxes and similar ad valorem Taxes, and any sales Taxes with respect to Rental Payments, payable by the Company with respect to the Property for the Closing Tax Year (regardless of when such Taxes are payable) (collectively, “Prorated Taxes”) shall be prorated as of the Closing Proration Time. Existing Members shall cause Company to pay all real estate taxes and installments of special assessments becoming due and payable on or prior to the Closing Date; provided, however, that the foregoing shall not be deemed to make Existing Members responsible for the payment of any installments of special assessments which have not been confirmed or which relate to projects that have not been completed on the Closing Date. If Tax bills for the Closing Tax Year are not available on the Closing Date, the Prorated Taxes shall be prorated at Closing based upon the Tax bills for the previous Tax Year, or, if available, based upon the current assessed valuation and current millage rates, and in such event Existing Members and Investor shall reprorate the Prorated Taxes as actual or final tax bills for the Closing Tax Year are available. For purposes of this Agreement, including the definition of Pre-Closing Tax Liabilities, in the case of any Taxes that are payable with respect to a Straddle Tax Year, the Premises during portion of such Taxes that relate to the lease term and any extension thereof, and all taxes or other charges imposed during Pre-Closing Tax Year shall (i) in the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. case of Prorated Taxes, assessments or other charges which Tenant is obligated to pay or cause be deemed to be paid hereunder and the amount of such Tax for the entire Straddle Tax Year multiplied by a fraction the numerator of which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that is the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose Straddle Tax Year ending as of the legality or validity Closing Proration Time and the denominator of which is the number of days in the entire Straddle Tax Year and (ii) in the case of any taxother Tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds deemed equal to the amount which would be payable (computed on an interim closing of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge books basis) as if the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement relevant Tax Year ended as of the lease term shall be altered so as to cause the whole or any part close of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, business on the rents received there from, Tenant Closing Date. The Amended and Restated Operating Agreement shall pay and discharge govern the same parties’ respective Liabilities for Taxes payable with respect to periods after the rents due hereunderClosing Tax Year.

Taxes and Assessments. Tenant shall pay all (i) General real estate taxes and assessments becoming and (ii) sales and use taxes payable during the tax year in which Closing occurs will be prorated at the Closing on an accrual basis on the basis of the taxes and assessments that accrue and are due and payable with respect to the Premises during the lease term tax year in which the Closing occurs. Specifically, (i) Seller shall be responsible for that portion of such taxes and any extension thereof, assessments equal to (A) the total such taxes due and all taxes or other charges imposed payable during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at in which the commencement or termination Closing occurs, multiplied by (B) a fraction, the numerator of this Lease which shall be prorated based upon the ratio that the number of days in such fractional tax year bears prior to the Closing Date, and the denominator of which shall be 365 (provided, however, that sales and use taxes imposed as a result of the sale of the Property on the Closing Date and any sale and use taxes for any years prior to the Closing shall be the sole responsibility of Seller); and (ii) Buyer shall be responsible for that portion of such taxes and assessments equal to (A) the total such taxes due and payable during the tax year in which the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the number of days in such tax year subsequent to and including the Closing Date, and the denominator of which shall be 365. Tenant Notwithstanding anything to the contrary herein, Seller shall be entitled to any and all tax refunds relating to the period before the Closing Date (less any out-of-pocket costs and expenses incurred by Buyer to obtain such refunds), regardless of when the refunds are received, except if and to the extent that such refunds are payable to tenants of the Property at the time such refunds are received under the terms of their respective Leases, in which case the refundable portion of the amount received shall be paid to such tenants. Buyer shall pay any such refund received by Buyer to Seller, less amounts paid to tenants as describe above, within two (2) business days of receipt by Buyer or its successors-in-interest. Seller shall have the right sole authority to contestprosecute any tax protest, objectchallenge or appeal for a tax year ending prior to the Closing Date and Buyer shall cooperate, or oppose at Seller’s sole cost and expense, in the legality or validity prosecution of any taxsuch protest, assessment, challenge or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderappeal.

Taxes and Assessments. Tenant Contractor shall pay all real estate taxes and assessments becoming due and payable with respect to the Premises during the lease term and before delinquency any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, levies, possessory interest taxes, and other charges and governmental fees, general and special, ordinary and extraordinary, unforeseen, as well as foreseen, of any kind or charges being contestednature whatsoever, objectedincluding, but not limited to assessments for public improvements or benefits, which prior to or during the Term of this Agreement are laid, assessed, levied, or opposed by Tenantimposed upon or become due and payable and a lien upon or represent an escape assessment from (i) the Premises and/or any improvements situated thereon or any part thereof or any personal property, equipment or other facility used in the operation thereof; or (ii) the rent or income received from subcontractors or licensees; or (iii) any use or occupancy of the Premises and of any rights, obligations, easements and franchises as may now or hereafter be appurtenance to the use thereof (“Taxes and Assessments”). Tenant agrees Notwithstanding the foregoing, in the case of any special assessment levied upon the School Site, or any part thereof, during the Term of this Agreement, Contractor shall be obligated to hold Landlord harmless from and to fully pay and discharge in full at the amounts finally determined to be due following the exercise of such right to contest, object inception (or opposeprovide District sufficient funds which, together with the accrual of investment yield thereon, shall be sufficient to pay to maturity all installments) the amount of any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under such special assessment. Nothing in this Section 4 shall limit District's right to recover, as Additional Rent, Taxes and Assessments payable after termination of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect this Agreement pursuant to the rents due hereunderterms of this Agreement. The provisions of this Section shall survive the expiration or earlier termination of this Agreement; provided, however, that nothing herein shall obligate Contractor to pay Taxes and Assessments which are both (i) imposed upon the Premises subsequent to the termination of this Agreement and (ii) applicable to a period or periods subsequent to the termination of this Agreement.

Taxes and Assessments. Tenant shall agrees to pay Landlord as additional rent for the Premises, during each calendar year of Term, all real estate taxes taxes, charges and assessments becoming due and payable assessments, special or otherwise, levied upon or with respect to the Premises, the building of which the Premises during are a part or the lease term and any extension thereoftax parcel upon which the Premises are located, and all imposed by federal, state or local governments (excluding income, franchise, capital stock, estate or inheritance taxes or other charges imposed during taxes based on receipt of rentals, unless the lease term same shall be in substitution for or any extension thereof with respect to any business conducted on the Premises by Tenant in lieu of a real estate tax or assessment) and any personal property taxes imposed on the fixtures, machinery, equipment, apparatus, systems and appurtenances in, upon or used by Tenant in connection therewithwith the operation of the building of which the Premises are a part (“Taxes”). If because of any change in the method of taxation of real estate any other or additional tax or assessment is imposed upon Landlord, the Premises, or the rents or income from the same, or in substitution for or in lieu of any tax or assessment that would otherwise be a real estate tax or personal property tax of the type described above, then the other or additional tax or assessment shall also be deemed a real estate tax and included within Taxes.” In the event the tax assessment on the tax parcel of which the Premises are a part is increased at any time as a result of any alterations, assessments additions or other charges which improvements made by Tenant, or by Landlord at Tenant’s request, to the Premises, Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon responsible for the ratio that payment of all such increases (the number of days in such fractional tax year bears to 365“Improvement Tax”) as additional rent. Tenant shall have promptly pay when due all taxes and assessments levied by any public authority on Tenant’s trade fixtures, equipment and other property of Tenant located on or about the right to contest, object, Premises and all other taxes occasioned by its business or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount use of the Premises. Tenant shall pay before delinquency any and all taxes, assessments, or license fees and public charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed and which become payable during the Term upon Tenant’s fixtures, furniture, appliances and personal property installed or located in or on real estate and improvement thereon to the Premises. Tenant shall also pay all franchise taxes, business taxes or other similar taxes which may be levied, assessed levied or imposed wholly upon the Premises or partially as a capital the business carried on therein and also all other taxes and rates which are or may be payable by Tenant. Should any governmental taxing authority levy, assess or impose a tax and/or assessment (other than a net income tax) upon or against the rentals payable by Tenant to Landlord and/or against the gross receipts received by Landlord from Tenant, either by way of substitution for or in addition to any existing tax on land or buildings or otherwise, on the rents received there from, . Tenant shall be responsible for and pay and discharge such tax or assessment, or shall reimburse Landlord for the same with respect to amount thereof, as the rents due hereunder.case may be, as additional rent, within thirty (30) days of receipt of a xxxx therefore from Landlord

Taxes and Assessments. Tenant Lessee covenants and agrees to pay and discharge before delinquency thereof and before penalties shall accrue thereon, all taxes and assessments on the premises, including improvements thereof, due and payable during the term of 4 this lease and any renewals thereof, unless the same are being contested in good faith by Lessee, in which event Lessee must deposit the amount of taxes or bond same with the appropriate governmental taxing authority. In such event payment shall be made by Lessee promptly after all contested proceedings are completed; provided, however, that all taxes and assessments during the first and last years of the lease, as defined, shall be apportioned equitably between Lessor and Lessee commencing upon the date that the Certificate of Occupancy is issued. Then Lessor shall, upon that date, make all appropriate arrangements with the local taxing authorities to have all real estate tax and assessments bills payable by Lessee under this section sent directly to the Lessee at its address specified in accordance with the section relating to notices set forth herein. At the option of Lessor, Lessee shall pay all to Lessor the known or estimated yearly real estate taxes and assessments becoming due levied or to be levied against the demised premises in monthly payments equal to one-twelfth (1/12) of the known or estimated yearly real estate taxes and payable with respect assessments levied or to be levied against the demised premises. If the total monthly payments, as made under this paragraph, shall exceed the amounts of payments necessary for said taxes and assessments, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this paragraph shall be insufficient to pay such taxes and assessments when due, then the Lessee shall pay to the Premises during Lessor such amount as may be necessary to make up the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunderdeficiency. If at any time during the lease term of this lease, under the laws of the state or any extension thereofpolitical subdivision thereof in which the demised premises are situated, a tax or excise on rents or other tax, however described, is levied or assessed by said state or political subdivision against the Lessor or the annual or monthly rent expressly reserved under this lease, the method of taxation prevailing at Lessee covenants to pay and discharge such tax or excise on rents or other tax but only to the commencement extent of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, amount thereof which is lawfully 5 assessed or imposed on real estate upon the Lessor and improvement thereon to be levied, which was so assessed or imposed wholly or partially as a capital levydirect result of the Lessor's ownership of the demised premises, or otherwiseof this lease, on or of the rents received there fromrentals accruing under this lease, Tenant it being the intention of the parties hereto that the rent to be paid hereunder shall pay and discharge the same with respect be paid to the rents due hereunderLessor absolutely net without deduction of any nature whatsoever, foreseeable or unforeseeable, except as in this lease otherwise expressly provided. Nothing herein contained shall require the Lessee to pay any estate, inheritance, succession, capital, levy or transfer tax of the Lessor, or any income, excess profits tax of Lessor. Lessee covenants to furnish Lessor within thirty (30) days after the date upon which any such imposition is payable by the Lessee, as in this paragraph provided, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor, evidencing the payment thereof.

Taxes and Assessments. All non-delinquent real property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments or similar charges (collectively, "Taxes"), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. With respect to any portion of the Taxes which are payable by any Tenant directly to the authorities, no proration or adjustment shall pay all be made. The proration for Taxes shall be based upon the most recently issued tax bill for the Property, and shall be cxxxxlated based upon the maximum early payment discount available. The prorations for taxes and assessments which are made at Closing shall be final, and not subject to reproration after Closing. Upon the Closing, Buyer shall be responsible for real estate taxes and assessments becoming due on the Property payable from and payable after the Closing. In no event shall Seller be charged with or be responsible for any increase in the taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into after the Closing. With respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. periods for which Seller has paid Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, to settle the same. Seller shall have sole authority to control the progress of, and to make all decisions with respect to, such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits attributable to any period prior to the Closing which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality property of Seller, provided, however, that any such refunds and credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly to such Tenants or validity to Buyer for the credit of such Tenants. All net tax refunds and credits attributable to any period subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Closing, or chargeas may be necessary to carry out the intention of this subparagraph, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contesttaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in the undertaking of any acts necessary for the collection of such refund by Seller. Buyer agrees that, as a separate escrow account funds equal condition to the amount transfer of the taxesProperty by Buyer, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees Buyer will cause any transferee to hold Landlord harmless from and to fully pay and discharge assume the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so obligations set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderforth herein.

Taxes and Assessments. Tenant “Taxes” refers to general property taxes and any special assessments that are or will be assessed against any tax parcel that includes any part of the Property for the calendar year in which the closing occurs and any prior year to the extent unpaid as of the time of closing. Taxes shall be prorated on a calendar year basis to the date of closing with Buyer assuming the Taxes attributed to the period after closing to the extent attributed to the Property. To the extent ascertainable and payable at the time of closing, Seller’s share of the Taxes shall be withheld from Seller’s proceeds at closing and paid by the closing agent directly to the county treasurer. For purposes of this Section, the amount of any Taxes that are not ascertainable and payable at the time of closing shall be estimated based on the amount last billed for a calendar year (“Estimated Taxes”). Seller’s share of the Estimated Taxes, to the extent attributed to the Property, shall be paid via credit against the sums due from Buyer at closing; provided, however, if this sale involves a tax parcel split, Seller may elect to have the Estimated Taxes paid pursuant to an escrow arrangement approved by Seller. If Seller so elects then, in lieu of a credit to Buyer at closing, the closing agent shall collect from Seller and Buyer at closing their respective shares of the Estimated Taxes, to be held in escrow and applied towards payment of the Taxes when billed after closing. In any event, Buyer shall then pay all real estate taxes Taxes when billed after closing (to the extent attributed to the Property and assessments becoming due to the extent not paid via escrow) and payable any shortage or surplus with respect to the Premises during the lease term and any extension thereof, and all taxes estimated amount credited or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises paid by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to Seller at closing shall be paid hereunder and which relate or retained by or refunded to any fraction of Buyer (to the extent attributed to the Property). If this sale involves a tax year at parcel split, the commencement or termination of this Lease extent to which any Taxes are attributed to the Property shall be prorated based upon on a split calculation provided by the ratio that appropriate property tax official or, if an official split calculation is not available, based on an estimated split calculation using available assessment data. If the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity billing of any taxTaxes after closing includes portions attributed to the Property and other real estate, assessment, or charge, provided that prompt notice Buyer shall cooperate with the owner(s) of such contest, objection, or opposition be given other real estate to Landlord, facilitate timely payment of the balance due and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal Buyer shall pay the portion attributed to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderProperty.

Taxes and Assessments. Tenant In the event Taxes are paid directly by Tenants to the taxing authority pursuant to the Leases, Taxes shall pay all not be prorated between Buyer and Seller. Otherwise Taxes shall be prorated as follows: All non-delinquent real estate taxes property taxes, assessments and other governmental impositions of any kind or nature, including, without limitation, any special assessments becoming due or similar charges (collectively, "Taxes"), which relate to the tax year within which the Closing occurs based upon the actual number of days in the tax year. The proration for Taxes shall be based upon the most recently issued tax xxxx for the Property, and shall be calculated based upon the maximum early payment discount available provided this is consistent with how Tenants reimburse Landlord for Taxes under the Leases. Upon the Closing, Buyer shall be responsible for Taxes payable from and after the Closing. Upon the Closing, Seller shall be responsible for Taxes payable with respect to the Premises during period prior to the lease term and Closing. In no event shall Seller be charged with or be responsible for any extension thereofincrease in Taxes resulting from the sale of the Property to Buyer in this transaction or from any improvements made or leases entered into after the Closing . With respect to all periods for which Seller has paid Taxes, and all taxes or other charges imposed during subject to the lease term or any extension thereof with respect to any business conducted on terms and conditions of the Premises by Tenant or any personal property used by Tenant in connection therewith. TaxesLeases, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have Seller hereby reserves the right to contestinstitute or continue any proceeding or proceedings for the reduction of the assessed valuation of the Property, objectand, in its sole discretion, subject to the terms and conditions of the Leases, to settle the same. Subject to the terms and provisions of the Leases, Seller shall have thesole authority to control the progress of, and to make all decisions with respect to,such proceedings but shall provide Buyer with copies of all communications with the taxing authorities. All net tax refunds and credits which are attributable to any period prior to the Closing which Seller has paid or oppose for which Seller has given a credit to Buyer shall belong to and be the legality or validity property of Seller. All net tax refunds and credits attributable to any period on the date of and subsequent to the Closing shall belong to and be the property of Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any taxsuch proceedings and to take all steps, assessmentwhether before or after the Closing, or chargeas may be necessary to carry out the intention of this Subsection 7.7.1.1, provided that prompt notice including the delivery to Seller, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such contestTaxes, objection, the execution of any and all consent or opposition be given to Landlordother documents, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount undertaking of any acts necessary for the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise collection of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderrefund by Seller.

Taxes and Assessments. (a) Tenant shall pay to Landlord, as Additional Rent for each calendar year during the Term, its proportionate share of all real estate taxes and assessments becoming due and payable Real Estate Taxes (as herein defined) imposed or assessed upon, or with respect to the Premises during Shopping Center and/or Landlord’s interest therein for such calendar year. For the lease term and any extension thereofpurposes hereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on Tenant’s proportionate share of the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease Real Estate Taxes shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount sum of Real Estate Taxes for such year imposed on or levied against the taxesPremises and the buildings and improvements thereon, assessmentsincluding, without limitation, the Building and the parking areas within the Premises, provided, that if the Premises and/or the buildings or charges being contestedother improvements thereon shall not be separately assessed, objectedand if the Real Estate Taxes upon the Premises and the buildings and other improvements thereon cannot otherwise be separ3tely determined, then the Real Estate Taxes imposed on or opposed by Tenant. Tenant agrees to hold Landlord harmless from levied against the Premises and to fully pay the buildings and discharge the amounts finally determined other improvements thereon for such year shall be deemed to be due following equal to the exercise sum of (i) the Real Estate Taxes for such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or year imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same levied with respect to the rents due hereunderland (and any improvements thereon assessed as part of the land) within the Shopping Center multiplied by a fraction having as its numerator the total area of the Premises and having as its denominator the total square land foot area of the Shopping Center and (ii) the Real Estate Taxes for such year imposed on or levied against all of the buildings and improvements within the Shopping Center (including the Premises) multiplied by a fraction having as its numerator twice the Gross Leasable Area of the Building and having as its denominator the total Gross Leasable Area within the Shopping Center, in other words a fraction that is twice the usual “Tenant’s Fraction” defined in Section 1(k). Payment on account of Tenant’s proportionate share of said Real Estate Taxes shall be made monthly, as part of Tenant’s total rent, at the times and in the manner provided in Section 5 of this Lease. Real Estate Taxes for each calendar year shall be calculated based upon the portions of the tax years that are included within each calendar year or portion thereof during the Term. Payment on account of Tenant’s proportionate share of said Real Estate Taxes shall be made monthly, as part of Tenant’s total Rent, at the times and in the manner provided in Section 5 of this Lease.

Taxes and Assessments. Tenant shall pay all real estate taxes (a) From and assessments becoming due after the expiration or early termination of the Facility Lease and payable with respect until the earlier of the expiration or early termination of the Site Lease Term or surrender or transfer of the Ground Interest or any portion thereof to the Premises during Ground Lessor pursuant to Section 2.6 or Section 6, if the lease term and any extension thereoftax lot on which the Facility Site is located has not been apportioned in accordance with Section 3.5, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated Ground Lessee agrees to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount Ground Lessor its pro rata share of the taxes, all Taxes and assessments, general or charges being contestedspecial, objectedtaxed, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contestcharged, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed upon the Facility Site. Such pro rata share payable by the Ground Lessee shall be determined by allocating the taxable value between the Ground Lessee and the Ground Lessor for both the land and the improvements located on real estate the tax lot of which the Facility Site forms a part. Any Tax and/or assessment payable on the land comprising the tax lot shall be allocated on a per square foot basis, so that the Ground Lessee shall pay an amount each tax period equal to the tax assessment per square foot multiplied by the total square footage of the Facility Site. Any Tax and/or assessment on the improvements shall be apportioned so that the Ground Lessee shall pay any and improvement thereon all Taxes and/or assessments attributable to the Facility. Such payment shall be due 10 days after notice by the Ground Lessor to Ground Lessee, but in no event shall such amounts be due prior to the date such Taxes and assessments are due and payable to a taxing or assessing Governmental Entity. Prior to the expiration or early termination of the Facility Lease, the Ground Lessor shall pay all Taxes and assessments, general or special, taxed, charged, levied, assessed or imposed wholly or partially upon the Facility Site, and so long as the Facility Site is not at such time apportioned as a capital levyseparate tax lot, the remainder of the tax lot of which the Facility Site is a part (including any Tax or otherwiseannual charge payable in respect of the Retained Site and the Additional Property), on and the rents received there fromGround Lessor shall indemnify the Ground Lessee with respect thereto for such period, Tenant as provided in and subject to the terms, conditions and limitations in, Section 9.2 of the Participation Agreement. After the expiration of the Facility Lease, Ground Lessor shall pay all Taxes and discharge assessments, general or special, taxed, charged, levied, assessed or imposed upon the same with respect to Retained Site and any other part of the rents due hereundertax lot other than the Facility Site.

Taxes and Assessments. Tenant Lessee shall pay be responsible for paying through additional rent in accordance with the procedure set forth in Section 4 hereof all real estate taxes and installments of assessments becoming related to the Premises relating to real estate tax bills relating to periods during the term of this Lease, without regard to the date the real estate tax bills are due and payable payable. Lessor shall provide Lessee with a copy of each real estate tax xxxx no later than fifteen (15) days after receipt of the tax xxxx. Lessee shall not be responsible for the payment of any penalty or interest on taxes or assessments as long as Lessee makes the additional rent payments set forth in Section 4 herein. If the Premises are not a separate tax parcel, Lessor shall take such steps as are necessary to have the same created as a separate tax parcel. With the consent of Lessor, which consent shall not be unreasonably withheld, Lessee shall have the right in its own name, or in Lessor's name where appropriate, but at its own cost and expense, to contest the amount or legality of any real property taxes, personal property taxes, assessments, impositions or all other claims and charges which it is obligated to pay hereunder and make application for the reduction thereof, or any assessment upon which the same may be based, and the Lessor agrees at the request of the Lessee to execute or join in the execution of any instruments or documents necessary in connection with such contest or application. If the Lessee shall contest such tax assessment, or other imposition and if as a result of such contest the time for paying such tax or assessment is delayed, the time within which the Lessee shall be required to pay the same to Lessor shall be similarly extended. In no event shall Lessee be liable for payment of any income, estate or inheritance taxes imposed upon Lessor or the estate of Lessor with respect to the Premises during the lease term and Premises. Lessee shall not pay any extension thereofincome, and all taxes franchise or other charges imposed during the lease term excise or any extension thereof with respect to any business conducted on the Premises by Tenant excess profits tax levied upon or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderagainst Lessor.

Taxes and Assessments. Tenant shall pay all real Real estate taxes and assessments becoming due (“Real Estate Taxes”) and payable personal property taxes and assessments (“Personal Property Taxes” and, together with Real Estate Property Taxes, “Taxes”) imposed by any governmental authority with respect to the Premises during Real Property and Personal Property for the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a relevant tax year at in which the commencement Real Property is being sold and that are not yet due and payable or termination of this Lease that have not yet been paid shall be prorated as of the Close of Escrow based upon (a) the ratio that most recent ascertainable assessed values and mill levies for Xxxxx 0X, 0X, 0X xxx 0, Xxxxx 00 Xxxxxxxxxxxx, xxx (x) an estimated appraised value of One Hundred Eighty-One Million, Five Hundred Forty-One Thousand and One Hundred Dollars ($181,541,100) (or such lower amount if the County Assessor has agreed to a lower appraised value prior to Closing) for Xxxx 0, Xxxxx 00 Condominiums, and based upon the number of days in Buyer and Seller will have owned the Real Property during such fractional relevant tax year bears year. Buyer shall receive a credit for any Taxes payable by Buyer which are unpaid as of the Close of Escrow and applicable to 365any period on or before the Closing Date. Tenant Seller shall receive a credit for any Taxes paid by Seller and applicable to any period after the Close of Escrow. Seller is protesting the assessment of the Property for 2021 (the “Tax Appeal”) under an agreement with Duff & Xxxxxx (the “Tax Appeal Contract”). At Closing, Seller shall assign, and Buyer shall assume, the Tax Appeal Contract and shall have the right (but not the obligation), after the Closing Date, to contestcontinue the Tax Appeal to final disposition. The proration of Real Estate Taxes shall be final as of the Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the Close of Escrow and there will be no re-proration of Real Estate Taxes under Section 10.9. Notwithstanding anything stated to the contrary, object(i) in no event shall Seller be responsible (and Buyer hereby expressly agrees to be responsible) for any assessments for Xxxx 0, or oppose Xxxxx 00 Condominiums attributable to an appraised value of the legality or validity Property in excess of One Hundred Eighty-One Million, Five Hundred Forty-One Thousand and One Hundred Dollars ($181,541,100); and (ii) in no event shall Seller be entitled to (and Buyer will receive 100% of the benefit [subject to the obligation in the next paragraph to make refunds to tenants] of) any tax, assessment, or charge, provided that prompt notice reduction in Real Estate Taxes from the amounts used for prorations at Close of Escrow resulting from the Tax Appeal. Buyer shall have the obligation to refund to each tenant any amount paid by such contest, objection, or opposition be given tenant on account of Real Estate Property Taxes for 2021 to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the extent exceeding the amount of the taxes, assessments, or charges being contested, objected, or opposed Real Estate Taxes for 2021 actually payable by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due Buyer following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement final disposition of the lease term shall be altered so Tax Appeal as to cause reduced by the whole total amounts paid by Seller and Buyer under the Tax Appeal Contract or any part otherwise in the prosecution of the taxesTax Appeal, assessmentsincluding, or charges now or hereafter leviedwithout limitation, assessed or imposed on real estate attorney’s fees. The obligations set forth herein shall survive the Close of Escrow and improvement thereon to be leviedBuyer agrees that, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect condition to the rents due hereundertransfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. Tenant shall pay all real estate taxes and assessments becoming due and payable with respect Subject to the Premises during provisions of --------------------- 11.01 hereof (concerning "Permitted Contests"), LESSEE covenants and agrees to discharge and pay before the lease term same become delinquent and before any extension thereoffine, penalty, or interest may be added for nonpayment, any and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, license or permit fees, excises, imposts and charges being contested, objected, of every nature and classification (all or opposed by Tenant. Tenant agrees any one of which are hereinafter referred to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses as "Tax") that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term Term and any extension thereof are levied, assessed, charged or imposed upon LESSOR'S fee simple and/or reversionary interest in the Premises or any extension thereofRent or Additional Rental reserved or payable hereunder (including any gross receipts or other taxes levied upon, assessed against or measured by the method Rent or Additional Rental); provided, however, that LESSEE shall not be obligated to pay any municipal, state or federal income, inheritance or estate tax or any tax imposed, levied or assessed with respect to or because of the income, appreciation or other benefit derived by LESSOR from or by virtue of this Lease or the estate of LESSOR under this Lease under currently existing applicable laws and regulations; provided, however, that if at any time during the Term the methods of taxation prevailing at the commencement of the lease term Term shall be altered so as to cause that any imposition which at the whole commencement of or any part of during the taxes, assessments, Term is or charges now or hereafter shall be levied, assessed or imposed on real estate and improvement the improvements thereon to be is thereafter levied, assessed or imposed wholly or partially as a capital levy, or otherwise, (a) on the rents received there fromfrom real estate or the improvements thereon, Tenant or (b) as a tax assessment, levy or license fee (regardless of the form and regardless of the taxing authority) upon LESSOR, measured by Rent and Additional Rental payable under this Lease, then all such substitute taxes, assessments, levies or license fees shall be deemed to be included within the meaning of the term "Tax" for purposes hereof, and LESSEE shall pay and discharge the same with as herein provided in respect to the rents payment of Tax. Tax due hereunderduring the initial year of the Term and the final year of the Term will be prorated.

Taxes and Assessments. Tenant shall pay throughout the Term, beginning as of the Commencement Date, directly to the appropriate taxing or other applicable authority at least ten (10) days before the same become delinquent, all real property taxes and assessments of every description attributable to the Premises or any part thereof or improvement thereon, or for which Landlord or Tenant in respect thereof, are now or may during the Term be assessed or become liable, whether assessed to or payable by Landlord or Tenant; provided, however, that with respect to any assessment made under any betterment or improvement law which may be payable in installments, Tenant shall be required to pay only such installments of principal and interest as shall become due and payable during the Term. Tenant’s covenant for the payment of the taxes set forth in the preceding sentence shall include the payment of any new tax (except federal or state net income taxes) which supplements or replaces either the real property tax or increases the real property taxes and is assessed upon the Premises or any part thereof or upon the rents received under this Lease by Landlord or upon Landlord in respect of any of the preceding items. Notwithstanding the foregoing, Tenant shall pay all real estate such taxes directly to Landlord or such other party designated by Landlord at least ten (10) days before the same become due until such time as Tenant receives written notice from Landlord that such taxes shall be paid directly to the appropriate taxing or other applicable authority. Subject to all of the conditions set forth in this sentence, Tenant may contest in good faith at Tenant’s sole expense by appropriate proceedings, as may be allowed by law, the validity or amount of any tax or assessment required in this paragraph to be paid by Tenant, which conditions are as follows: (a) such actions must be commenced before any such tax or assessment becomes delinquent, (b) the action commenced by Tenant must be an action which either stays the collectibility of such tax or prevents the sale of the Premises in satisfaction of such tax or assessment or lien securing such tax or assessment, or in the alternative to the previous two types of actions, an action in which Tenant pays such tax or assessment while such action ensues, (c) Tenant complies with all requirements of such action, including but not limited to the posting of bond or payment of such tax or assessment while such action ensues, (d) Tenant gives notice; to Landlord of Tenant’s intention to context such tax or assessment not less than ten (10) days before such taxes or assessments become delinquent, and (e) prior to undertaking such action, Tenant gives security to Landlord, satisfactory to Landlord in both quality and quantity, for payment of such taxes; provided, however, that notwithstanding the foregoing, Tenant shall pay all such taxes, rates, assessments becoming due and payable or charges, together with respect all interest, penalties or fines accrued thereon or imposed in connection therewith, immediately upon the commencement of proceedings to foreclose any lien which attached to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension part thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxesas security for such taxes, rates, assessments or other charges which charges. If Tenant is obligated shall fail to pay any taxes or cause to be paid hereunder and which relate to assessments as provided in this paragraph, Landlord may at any fraction of a tax year at time thereafter pay the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or opposesame, together with any interest, penalties, finesfines and costs accrued thereon or imposed in connection therewith, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply repay to Landlord upon demand therefor the funds full amount so set aside under this Section 4 paid by Landlord, together with interest at landlord’s Cost of fully discharge its obligations hereunder. If at any time during Money accruing from the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, date such payment here due until Landlord is reimbursed for such payments by Tenant shall pay and discharge the same all conveyance taxes imposed with respect to the rents due hereunderthis Lease.

Taxes and Assessments. Tenant Except as otherwise provided in Article II, Lessee shall pay pay, as additional rent for the premises, all real estate taxes and assessments becoming due assessments, general and payable with respect to the Premises during the lease term and any extension thereofspecial, water rates and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxesimpositions, assessments or other charges ordinary and extraordinary, of every kind and nature whatsoever, which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly upon the premises or partially any part thereof or upon any building or improvements at any time situated thereon or levied or assessed upon the interest of Lessor in or under this Lease, after the Lease Commencement Date and relating to any period during the term of this Lease, including any extension hereof, including installments of special assessments for improvements completed, falling due or becoming payable during the term of this Lease, all of which taxes, assessments, water rates and other impositions shall be paid by the Lessee to the taxing authority before the same become delinquent. Each year, Lessor shall notify Lessee of the amount of such taxes for the Demised Premises and, upon receipt of the tax xxxx for such taxes, shall promptly furnish Lessee with a copy of the tax xxxx including, but not limited to, any periodic tax bills and any estimated periodic tax bills. If, at any time during the term hereof, under the laws of the United States or any state or political subdivision thereof in which the premises are situated there shall be adopted some other method of taxation on real estate as a capital levy, substitute in whole or otherwise, in part for taxes on real estate as now constituted such as tax on the rents received there fromBase Rent, Tenant additional rent or the other charges payable by Lessee hereunder, by whatever name called, is levied, assessed or imposed against Lessor or the rent or other charges payable hereunder to Lessor (which substitute tax on the Base Rent, additional rent or other charges or other substitute method of taxation are hereinafter collectively referred to as “Substitute Taxes”), Lessee, to the extent that such Substitute Taxes are means of raising revenue from real estate, shall pay and discharge Substitute Taxes to the taxing authority as soon as the same shall become due and payable. In the event that any such Substitute Taxes shall be based upon the income of Lessor, then Lessee’s obligation with respect to the rents aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rate that would be payable if the same were the sole taxable net income of Lessor but without deduction or provision for any deductions, exemptions or credits to which Lessor may be entitled in computing the tax Lessor would so bear on account of the Base Rent, rent, additional rent or other charges then due hereunderor thereafter becoming due from Lessee for the taxable period under the terms of this Lease, all as if Lessor were not entitled. Lessor shall submit to Lessee upon its receipt all tax and assessment bills attributable to the premises during the term hereof and if Lessee’s payments to the applicable taxing authorities have been less than the amount shown on the tax and assessment bills, Lessee shall pay any deficiency to Lessor within thirty (30) days after receipt of such xxxx. [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission.

Taxes and Assessments. Tenant Mortgagor shall pay all real estate taxes and installments of special assessments becoming due and payable with respect relating to the Premises during Mortgaged Property when due, prior to the lease term attachment of any penalty for nonpayment thereof. If any special assessment is imposed against the Mortgaged Property, Mortgagee may, at any time, require Mortgagor to pay off the entire balance of such assessments. In addition, Mortgagee may, at any time, require Mortgagor to pay to Mortgagee on the day monthly installments of interest or principal and any extension thereofinterest are payable under the Discretionary Credit Note, until the Discretionary Credit Note is paid in full and all other obligations under this Second Mortgage are satisfied, a sum equal to one-twelfth (1/12) of the yearly taxes and assessments levied against the Mortgaged Property as estimated initially and from time to time by Mortgagee, to be applied by Mortgagee to pay said taxes and assessments (such amounts being hereafter referred to as the “Tax Funds”). Mortgagee shall apply the Tax Funds to pay said taxes and assessments prior to the date that penalty attaches for nonpayment so long as the amount of Funds held by Mortgagee is sufficient at that time to make such payments. No earnings or interest shall be payable to Mortgagor on the Tax Funds. Such Funds shall not be, nor be deemed to be, trust funds, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant Mortgagee shall have the right to contest, object, or oppose hold the legality or validity of Tax Funds in any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, manner Mortgagee elects and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to may commingle the Tax Funds with other moneys held by Mortgagee. If the amount of the taxes, Tax Funds held by Mortgagee shall exceed at any time the amount deemed necessary by Mortgagee to provide for the payment of taxes and assessments, such excess shall, at the option of Mortgagee, either be promptly repaid to Mortgagor or charges being contested, objected, or opposed by Tenant. Tenant agrees be credited to hold Landlord harmless from and to fully pay and discharge Mortgagor on the amounts finally determined to be due following the exercise next monthly installment of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunderFunds due. If at any time during the lease term or amount of the Tax Funds held by Mortgagee shall be less than the amount deemed necessary by Mortgagee to pay taxes and assessments as they fall due, Mortgagor shall promptly pay to Mortgagee any extension amount necessary to make up the deficiency upon notice from Mortgagee to Mortgagor requesting payment thereof. The Tax Funds are pledged as additional security for the Indebtedness. If any Event of Default (as defined in Section 18 hereof) occurs, the method of taxation prevailing Mortgagee may apply, at its election, and in any order Mortgagee may, in its sole and absolute discretion, determine, any Tax Funds held by Mortgagee at the commencement time of the lease term shall be altered so as application to cause the whole pay taxes and assessments which are then or any part of the taxes, assessmentswill thereafter become due, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levycredit against the Indebtedness. Upon payment in full of all Indebtedness, or otherwise, on the rents received there from, Tenant Mortgagee shall pay and discharge the same with respect promptly refund to the rents due hereunderMortgagors any Tax Funds held by Mortgagee.

Taxes and Assessments. Tenant shall pay pay, prior to delinquency, all real estate taxes and improvement liens and similar assessments becoming due and payable levied against the Premises, assessments charged by any property owners’ association established with respect to the Premises during or otherwise levied against the lease term and Premises pursuant to the Governing Documents (as hereinafter defined), in any extension thereofcase general or special, ordinary or extraordinary, foreseen or unforeseen, including, without limitation, ad valorem taxes, personal property taxes, transit taxes, special or extraordinary assessments, government levies, substitute taxes, assessments, excises, charges or fees assessed or levied in lieu of the foregoing, and all expenses and fees, but excluding income taxes, franchise taxes, inheritance taxes or other charges imposed during the lease term or and gift taxes and specifically including any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, taxes and assessments or other charges which Tenant is obligated to pay or cause were to be paid hereunder and by the seller of the Land (which relate is a Tenant Affiliate). To the extent feasible, Tenant shall have all bills for such amounts to be sent directly to Tenant. If such bills are sent to Landlord, Landlord shall promptly forward the same to Tenant. Upon request of Landlord, Tenant shall provide Landlord with evidence of Tenant’s payment of any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365amounts. Tenant shall have the right to contestcontest any such amounts in accordance with applicable law, objectand Tenant shall be entitled to any refund or rebate in any amounts that relates to the period of the Lease Term. Landlord shall reasonably cooperate with Tenant, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given at no expense to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together connection with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereundersuch protest. If at any time during Landlord places a mortgage on the lease term or any extension thereof, the method Premises and such lender requires taxes be paid through it by means of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, monthly impound or otherwise, on the rents received there from, Tenant shall pay taxes payable by Tenant under this Lease to the Lender as designated by the Lender in written notice to Landlord and discharge Tenant so long as the Lender agrees to pay such taxes to the taxing authority. Landlord shall give Lender Landlord’s written consent to communicate directly with Tenant on all matters relating to such taxes. So long as Tenant pays taxes to the Lender as provided herein, Tenant shall have no liability for the Lender’s failure to pay the taxes to the taxing authority. If Tenant has paid any such taxes and assessments that relate to the period after the expiration or termination of this Lease, then Tenant shall be entitled to deduct such amount from the final installment of Rent hereunder or, at Tenant’s option, Landlord shall reimburse Tenant for the same with respect to the rents due hereunderwithin ten (10) days after demand by Tenant.

Taxes and Assessments. Subject to the provisions of Section 14.01 hereof (concerning "Permitted Contests"), Tenant covenants and agrees to discharge and pay before the same become delinquent and before any fine, penalty, or interest may be added for nonpayment, any and all taxes, assessments, license or permit fees, special district or community improvement district assessments, excises, imposts and charges of every nature and classification (all or any one of which are hereinafter referred to as "Taxes") that at any time during the Term are levied, assessed, charged or imposed upon Landlord's fee simple and/or reversionary interest in the Premises, the Premises themselves, the Improvements, this Lease, the leasehold estate of Tenant created hereby or any Rent or Additional Rent reserved or payable hereunder (including any gross receipts or other taxes levied upon, assessed against or measured by the Rent or Additional Rent); provided, however, Tenant shall pay all real estate taxes and assessments becoming due and payable with respect to the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is not be obligated to pay any municipal, state or cause federal income tax imposed on Landlord, and Tenant shall not be obligated to be paid hereunder and which relate pay any amounts levied upon Landlord as a franchise, estate, gift, inheritance, succession or capital levy tax. Notwithstanding the foregoing to the contrary, if at any fraction time after the execution of a tax year this Lease the methods of taxation prevailing at the commencement or termination execution of this Lease shall be prorated based upon altered so that any imposition, which at the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, date hereof or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term Term is or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be the improvements thereon, is thereafter levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there fromfrom real estate or the improvements thereon, or as a tax assessment, levy or license fee (regardless of the form and regardless of the taxing authority) upon Landlord measured by Rent and Additional Rent payable under this Lease, then all such substitute or additional taxes, assessments, levies or license fees shall be deemed to be included with the meaning of the term "Taxes" for purposes hereof, and Tenant shall pay and discharge the same with as herein provided in respect of the payment of Taxes. Landlord shall use reasonable efforts to obtain from the taxing authorities a separate tax parcel assessment for the Premises (and Improvements located thereon) and to cause Tenant to be named as the party to whom all such bills and assessments should be sent. If such separate assessment shall be obtained, Tenant shall pay the Taxes directly to the rents due hereundertaxing authority. If such separate assessment shall not be obtained, notwithstanding Landlord's reasonable efforts to obtain the same, the valuation placed on the Premises and the Improvements by the applicable taxing authority shall be used as the appropriate standard for determining the Taxes payable by Tenant. If this valuation is not available, Tenant shall pay a share of the Taxes included in Landlord's tax bill, xxich share shall be determined in a fair and equitable manner, giving consideration to the value of the various improvements on the real property covered by such tax bill (Xxndlord and Tenant acknowledging that for the calendar year 1998, no improvements were located on the Site as of January 1, 1998, the effective date of the tax assessment and the date as of which such improvements value for 1998 is to be determined for purposes of allocating 1998 taxes). If the Premises are not separately assessed, Landlord shall notify Tenant of Tenant's proportionate share of the Taxes and will furnish Tenant with a copy of the tax bill xxxhin fifteen (15) days after receipt by Landlord thereof. Tenant shall pay its share of the Taxes as set forth above to Landlord not later than ten (10) days before the taxing authority's delinquency date or ten (10) days after receipt of a bill xxxm Landlord, whichever is later. In no event shall Tenant be liable for interest or penalties for Landlord's failure to pay the Taxes prior to delinquency, unless Tenant fails to timely pay its share of such Taxes as provided above.

Taxes and Assessments. Tenant shall pay The Fixed Minimum Rent payable hereunder includes Tenant’s Proportionate Share of all real estate taxes or assessments, both general and assessments becoming due special (collectively, “Taxes”), levied upon the Property during the calendar year 2004 (“Base Year”) based upon an amount of One and 45/100ths Dollars ($1.45) per square foot per annum. In the event that the amount of Taxes payable during the term of this Lease exceed the amount of Taxes payable during the Base Year, then in such event Tenant shall pay to Landlord in equal monthly installments, in advance with respect payments of fixed minimum rent, an amount equal to one-twelfth (1/12) of the estimated amount of Tenant’s Proportionate Share of Taxes. Within thirty (30) days after the actual amount of Tenant’s Proportionate Share of Taxes has been determined by Landlord, based on the actual Taxes, Landlord shall notify Tenant and Tenant shall pay to Landlord or Landlord shall credit to Tenant’s account for future payments of Taxes, as the case may be, the difference between the estimated amount of Tenant’s Proportionate Share of Taxes theretofore paid to Landlord for such year and the actual amount of Tenant’s Proportionate Share of Taxes for such year. In addition to Tenant’s Proportionate Share of Taxes, Tenant shall also reimburse Landlord, immediately upon demand, for the full amount of any increases in Taxes resulting from alterations or improvements to the Premises during made by or for the lease term benefit of Tenant. If any governmental taxing authority acting under any present or future law, ordinance or regulation shall levy, assess or impose a tax, excise and/or assessment (other than an income or franchise tax) upon Tenant for the rental payable by Tenant to Landlord pursuant to this Lease, either by way of substitution for or in addition to any existing tax on land, buildings or otherwise, then Tenant shall be responsible for and any extension shall pay such tax, excise and/or assessment, or shall reimburse Landlord for the cost thereof, and all taxes or other charges imposed during as the lease term or any extension thereof with respect to any business conducted on the Premises case may be, immediately upon demand. The amount payable by Tenant or any personal property used by Tenant pursuant to this Section 2.4 for the year in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease commences or terminates shall be prorated based upon on the ratio of that portion of the number term of days in such fractional this Lease to the applicable tax year bears to 365year. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to If the amount of Taxes payable by Landlord with respect to Landlord’s Property for the taxesBase Year includes any special assessments (in any case, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses “Assessment”) that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If expire at any time during the lease term or any extension thereofof this Lease, then, at such time as the applicable portion of the Assessment is paid in full, the method amount of taxation prevailing at Taxes for the commencement Base Year shall be recalculated to exclude the amount of the lease term shall be altered so as to cause the whole or any part applicable portion of the taxes, assessmentsAssessment that was paid in full. Commencing as of the year of such recalculation of Taxes for the Base Year and continuing for each and every year or fraction thereof during the term of this Lease following the new calculation, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially until such time as a capital levy, or otherwise, on Taxes for the rents received there fromBase Year are again recalculated, Tenant shall pay to Landlord Tenant’s Proportionate Share of any increase in Taxes based upon the adjusted Base Year amount. For purposes of this Section 2.4 and discharge Sections 2.2 and 2.5 of this Lease, “Tenant’s Proportionate Share” means the same with respect percentage determined by dividing the number of square feet of floor area in the Premises by the total square feet of net leasable floor area from time to time contained in the rents due hereunder.buildings on Landlord’s Property. As of the date hereof, Tenant’s Proportionate Share is 3.37

Taxes and Assessments. Tenant As additional rent the Lessee agrees to pay to proper authority or to reimburse Lessor for any such payments made by Lessor, as the Lessor may designate, promptly as the same become due and payable, all taxes and general and special assessments levied upon or assessed against the leased property or any part thereof which are assessed and are, or become, a lien during the term of this Lease. Unless and until the Lessor gives the Lessee written notice that it elects to have such payments made by the Lessee direct the Lessor shall itself first pay all real estate such taxes and assessments becoming due and payable with respect the Lessee shall, on written notice of the amount of any such payment, reimburse the Lessor therefor in full within ten (10) days after such notice. If and in the event the Lessor gives the Lessee written notice that it elects to have such payments made by the Lessee direct the Lessee shall make all such payments directly to the Premises proper tax collecting authority prior to delinquency and forthwith thereafter shall deliver to the Lessor original or duplicate receipts evidencing such payments. If the Lessee fails to make any such payment within such time, the Lessor may, at its option, make the same and in such event the Lessee shall, on demand, repay to the Lessor within ten days the amount so paid by Lessor. The Lessee shall be entitled to protest or challenge any such tax or assessment or the validity thereof in the name of the Lessor or otherwise, but any such action shall be at its own cost and expense and without cost or expense to the Lessor or the demised premises, and no such action shall be taken or maintained without first delivering an indemnity agreement from a solvent licensed surety company in an appropriate sum guaranteeing to hold the Lessor and the demised premises free and harmless from loss, cost, expense or liability in connection with or arising out of any such action. If any special assessment made against the property covered by this Lease may, at option of the owner of the property, be paid in installments or covered by bond which is payable in installments, then the Lessee shall be entitled to require that the assessment be paid in installments or that the bond be issued, and in such case the Lessee shall be liable only for the payment of such installments, or the prorate thereof, as become payable during the lease term of this Lease. The first at such taxes and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate by the Lessee, either directly or by reimbursement to any fraction of a Lesser shall be those payable for the fiscal tax year at in which the commencement or termination term of this Lease begins and the last of such tax and assessments shall be prorated based upon those for the ratio that fiscal year in which the number term of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, this Lease ends; provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to however the amount of such payments for the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees first and last fiscal years shall be pro-rated to hold Landlord harmless from coincide with the beginning and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement end of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant hereof. The Lessee shall pay and discharge before delinquency any and all taxes and assessments against property of any kind or nature belonging to Lessee or placed or kept upon or about the same with respect demised premises and agrees to save and hold the rents due hereunderLessor and the demised premises free and harmless from any liability therefor or in lien thereof.

Taxes and Assessments. (a) Except as set forth herein, Tenant shall pay prior to delinquency all real estate taxes and assessments becoming which may be levied upon or assessed against the Land and all the improvements located thereon (and the Appurtenant Interests to the extent levied upon or assessed against Tenant as the direct or indirect beneficiary of such Appurtenant Interests) with respect to any Lease Year and all taxes and assessments of every kind and nature whatsoever arising in any way from the use, occupancy or possession of the Land and all the improvements located thereon (and the Appurtenant Interests to the extent levied upon or assessed against Tenant as the direct or indirect beneficiary of such Appurtenant Interests) with respect to any Lease Year, together with all taxes levied upon or assessed against Tenant's Property with respect to any Lease Year. To that end, except as otherwise expressly provided below, Landlord shall not be required to pay any taxes or assessments whatsoever which relate to or may be assessed with respect to any Lease Year against this Lease, the Rent and other amounts due hereunder, the Premises or Tenant's Property; provided, however, that any taxes or assessments which may be levied or assessed against the Land and payable all the improvements located thereon (and the Appurtenant Interests to the extent levied upon or assessed against Tenant as the direct or indirect beneficiary of such Appurtenant Interests) for a period ending after the termination hereof shall be prorated between Landlord and Tenant as of such date. Landlord agrees to provide to Tenant, within ten (10) business days after its receipt thereof, any tax bills and other legal or governmental notices relating to the Premises that Landlord receives. Notwithstanding any terms of this Lease to the contrary, nothing contained in this Paragraph 7 or elsewhere in this Lease shall obligate Tenant to pay (i) any income, profit, franchise or similar tax that may be imposed upon or assessed against Landlord with respect to the Premises during the lease term Rent and income derived from this Lease under any extension thereoflaw now in force or hereafter enacted, and all taxes or other charges imposed during the lease term (ii) to pay any inheritance, estate, succession, gift or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal form of property used by Tenant in connection therewith. Taxes, assessments or other charges transfer tax which Tenant is obligated to pay or cause to may be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on levied against Landlord (excluding any real estate and improvement thereon assessments based on value after a transfer to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderthird party).

Taxes and Assessments. Tenant shall pay all real Real estate taxes and assessments becoming due and payable imposed by any governmental authority ("Taxes") with respect to the Premises Real Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and will not be) reimbursable by tenants under the Leases (or under leases entered into after the Close of Escrow for vacant space existing at the Close of Escrow) as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to (a) any period after the lease term and any extension thereofClose of Escrow, and all taxes (b) any period before the Close of Escrow to the extent reimbursable as Operating Costs by existing tenants under the Leases and not yet received from such tenants. Additionally, Seller shall receive a credit for any Taxes imposed with respect to the Real Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or other charges imposed during that have not yet been paid to the lease term or any extension thereof extent they are capable of being reimbursed by tenants under leases that may be signed after the Close of Escrow with respect to any business conducted on vacant space in the Premises by Tenant Real Property as of the Close of Escrow. If, as of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any personal property used by Tenant in connection therewith. TaxesTaxes for the Real Property, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio then Buyer agrees that the number of days in such fractional tax year bears to 365. Tenant Seller shall have the right (but not the obligation), after the Closing Date, to contestcontinue such protest. In such case, object, or oppose any Taxes paid by Buyer after the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same Closing Date with respect to the rents Real Property shall be paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to the Real Property. Buyer further agrees to cooperate with Seller and execute any documents requested by Seller in connection with such protest. As to the Real Property, any tax savings received ("Tax Refunds") for the relevant tax year under any protest, whether filed by Seller or Buyer, shall be prorated between the parties based upon the number of days, if any, Seller and Buyer respectively owned the Real Property during such relevant tax year; if such protest was filed by a Seller, any payment of Tax Refunds to Buyer shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys' fees. Seller shall have the obligation to refund to any tenants in good standing as of the date of such Tax Refund, any portion of such Tax Refund paid to Seller which may be owing to such tenants, which payment shall be paid to Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants' entitlement to such Tax Refunds. Buyer shall have the obligation to refund to tenants in good standing as of the date of such Tax Refund, any portion of such Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed to the other party, the receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due hereunderto Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

Taxes and Assessments. Tenant Lessee shall pay all real estate taxes taxes, assessments and assessments becoming due charges, general and payable with respect to specific, that may be levied or assessed by reason of Xxxxxx's use of the Premises during the lease term and improvements and equipment situated thereon, including, without limitation, any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, and charges of any nature levied or charges being contestedassessed against Xxxxxx's leasehold interest hereunder or any improvements on the Premises constructed by or belonging to Lessee (“Lessee’s Taxes”). Lessee shall provide Owner with evidence from the assessing authority of such payments within thirty (30) days after Lessee makes any such payment. Commencing on the earlier to occur of (i) the Effective Date and (ii) the date that the property tax classification of the Premises is changed from its current classification to the property tax classification applicable to a solar facility (the "Property Tax Reclassification Date"), objectedLessee shall pay, prior to delinquency, all increases in taxes and assessments which accrue from and after the Property Tax Reclassification Date (including "roll back taxes" from agricultural exceptions) and are attributable to the construction of the Generating Facility on the Premises (also, “Lessee’s Taxes”). Owner shall be responsible for, and shall timely pay, all other real property taxes levied against the Premises. Promptly after the Effective Date, Lessee shall cause the Premises to be assigned a separate assessor’s tax parcel number, separate and apart from any other property, including, without limitation, property owned by Owner. Lessee shall instruct the taxing authority to send all tax bills concurrently to Owner and Lessee. Lessee shall deliver to Owner evidence that it has paid its share of taxes and assessments prior to delinquency. Should either Owner or opposed by TenantLessee (such Party, the "failing Party"), fail to pay its portion of taxes and assessments prior to delinquency and provide evidence of such payment to the other party, the other party shall have the right, but not the obligation, to pay the same on behalf of the failing Party, in which event, the failing Party shall reimburse the other party for all amounts paid on the failing Party's behalf within ten (10) business days of demand. Tenant In the event Xxxxxx is unable to obtain such separate assessment and Xxxxxx’s Taxes are levied in the name of Owner, Xxxxxx agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined Owner shall promptly reimburse Lessee for Owner’s taxes following receipt of written notification and evidence of payment from Xxxxxx. Owner agrees to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement provide Xxxxxx prompt written notice of the lease term shall be altered so as to cause the whole or any part amount of Xxxxxx’s Taxes, along with copies of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate tax bill and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on any other relevant documentation received from the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereundertaxing authority.

Taxes and Assessments. Tenant In addition to the payments herein above provided for, and except as otherwise discharged through any reserve account, the Purchaser shall pay before delinquency all real estate and personal property taxes, all general and special assessments, and all other charges of whatsoever kind or nature levied or assessed by any lawful authority upon or against the Property or the use thereof to the extent the same or any installments thereof are attributable to the period following the date of this contract. The prorated portion of said taxes, assessments, and charges which are attributable to any period prior to the date of this contract, excluding taxes for such period assessed because of the reclassification of the use of the Property by the Purchaser or any successors of the Purchaser, shall be paid before delinquency by the Seller. Said periods shall be determined by reference to the year in which the taxes, assessments, and charges are required to be paid. If the Purchaser fails to so pay Real Property taxes or assessments and such failure is not rectified within 15 days following Seller's written demand to do so, and if such failure occurs two or more t xxxx during the termof this contract, the Seller may, for the remaining termof this contract, require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the Real Property taxes and assessments becoming due next due, said estimates to be adjusted by the Seller to reflect the actual amount of such liabilities each time the Real Property is reassessed and payable with respect a copy of such reassessment is given to the Premises during Seller. The amounts so paid which have not been applied against such liabilities shall be returned to the lease term Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable for in terest on said deposits. If not retained in an escrow or collection account, said funds shall be maintained by the Seller in a segregated account and expended for no other purpose, with interest earned thereon, if any, being added to the sums so held; provided, however, this account may be commingled with any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewithinsurance reserve account under this contract. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination The provisions of this Lease shall be prorated based upon paragraph to the ratio that the number of days in such fractional tax year bears to 365. Tenant contrary notwithstanding, either party shall have the right to contest, object, contest in good faith any taxor assessment which may have been or oppose is hereafter levied against the legality Property or validity any portion thereof so long as no portion of the Property is threatened with any tax, assessment, tax forfeiture or charge, provided that prompt notice sale as the result of such contest. So long as such contest is pursued in good faith, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount nonpayment of the taxes, assessments, amounts in dispute shall not constitute a default under this contract or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge afford the amounts finally determined to be due following Seller the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunderrequire tax reserve payments.

Taxes and Assessments. Tenant shall pay all real estate taxes and assessments becoming due and payable with respect to During the Premises during the lease term and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there fromTerm, Tenant shall pay any and discharge all ad valorem taxes and assessments for Tenant's personalty and business equipment on the same Premises. Tenant shall also pay as additional rent all ad valorem real property taxes and general and special assessments levied or assessed against the Premises. Upon receipt of each bill xxx any tax or assessment against the Premises, Landlord shall advise Tenant in writing of the amount of such tax or assessment, and Tenant shall pay such tax or assessment to Landlord together with respect an in addition to and as a part of the monthly installment of Base Rent next becoming due. Tenant's share of any tax or assessment for the year in which the Lease Term commences shall be prorated from the Commencement Date, and Tenant's share of any such tax or assessment for the year in which the Lease Term ends shall be prorated from the Commencement Date, and Tenant's share of any such tax or assessment for the year in which the Lease Term ends shall be prorated to the rents due hereunderdate upon which the Lease term ends. Landlord represents and warrants that Landlord has no knowledge of any present or future general or special assessments which are or will be levied against the Premises, provided that Tenant acknowledges that general or special assessments may be levied against the Premises in the future. Tenant shall not be liable for increases in real estate taxes attributable to additional improvements to the Premises that are constructed by or at the request of Landlord after the first tax year included within the terms of this Lease, unless the additional improvements are constructed for Tenant's sole benefit. There shall be excluded from the tax bill xx which Tenant contributes income, excess profits, estate, single business, inheritance, succession, transfer, franchise, capital or other tax assessments upon Landlord or the Base Rent payable under this Lease.

Taxes and Assessments. Tenant Lessee covenants to pay and discharge punctually as and when the same shall pay become due and payable without penalty, all real estate taxes, water charges and governmental impositions and charges in the nature of real estate taxes of every kind and assessments becoming description, and each and every installment thereof, which, during the Lease Term, are charged, levied, etc. for or upon, or become due and payable with respect to or become liens upon, the Premises during the lease term and any extension each and every part thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on instead of and in lieu of the foregoing, together with interest and penalties thereon, pursuant to present or future law, rules, regulation, etc. of all governmental authorities. Lessee shall make payment of such real estate taxes to Lessor within thirty (30) days after the presentation by the Lessor to the Lessee of a copy of the relevant bill xxxdered to the Lessor. Lessee shall have the right, at its own cost and improvement thereon expense after giving prior written notice of its intention so to do to Lessor and after depositing with Lessor security which is adequate in Lessor's judgment to pay amounts which may finally be adjudged to be levieddue from Lessor on account of real estate tax relief proceedings, to initiate and prosecute any proceedings permitted by law for the purpose of obtaining abatement or reduction of any real estate taxes assessed against the Premises so long as Lessee's occupancy or Lessor's title to the Premises will not be disturbed or threatened thereby. With respect to any fiscal period of the taxing authority entirely or partially included in the term of this Lease, if required by law, Lessee may take such action in the name of the Lessor, who shall cooperate with Lessee to such extent Lessee may reasonably require, to the end that such proceedings may be brought to a successful conclusion; provided, however, that Lessee, upon making any request for assistance or cooperation by Lessor, shall indemnify and save Lessor harmless from all loss, costs, expenses or charges with respect to such proceedings. Any reduction or abatement effected by such proceedings shall accrue to the benefit of Lessee and Lessor as their respective interests may appear according to their respective contributions to the taxes involved in any such proceedings and in the event any such taxes are abated or reduced, the expenses incurred in connection therewith (but not the amount of any costs, interest charges or penalties relating to untimely payment of any real estate taxes which shall, notwithstanding such respective contributions be borne entirely by Lessee) shall be borne between Lessor and Lessee in proportion to the benefit obtained respectively by reason of such reduction or abatement. In any event, Lessee expressly agrees that it will, forthwith after a final determination of any proceedings initiated for the purpose of securing an abatement or reduction of real estate taxes, as aforesaid, pay the amount of any charges which may have been the subject of such proceedings, together with any interest and penalties, and costs and charges which may be payable in connection therewith. Lessee shall pay all taxes which may be lawfully charged, assessed or imposed wholly or partially as a capital levyupon the personal property (fixtures and equipment) located upon the Premises, or otherwise, on the rents received there from, Tenant and Lessee shall pay all license fees which may be lawfully imposed upon the business of Lessee conducted upon the Premises. Except as aforesaid, if Lessee fails to pay any taxes, assessments or other governmental charges levied against the Premises as the become due, Lessor shall have the right, in addition to any other remedies available to Lessor, to pay such taxes, assessments or other governmental charges levied against the Premises as they become due, and discharge the same amount so paid or expended shall be immediately due from Lessee to Lessor upon demand, as additional rent. Lessee shall provide Lawrxxxx Xxxings Bank with respect copies of all paid tax bills or other written evidence of payment as and when payments are made to the rents due hereunderCity of Lawrxxxx xx reasonably requested by Lawrxxxx Xxxings Bank.

Taxes and Assessments. Tenant As additional rent the Lessee agrees to pay to proper authority or to reimburse Lessor for any such payments made by Lessor, as the Lessor may designate, promptly as the same become due and payable, all taxes and general and special assessments levied upon or assessed against the leased property or any part thereof which are assessed and are, or become, a lien during the term of this Lease. Unless and until the Lessor gives the Lessee written notice that it elects to have such payments made by the Lessee direct the Lessor shall itself first pay all real estate such taxes and assessments becoming due and payable with respect the Lessee shall, on written notice of the amount of any such payment, reimburse the Lessor therefor in full within ten (10) days after such notice. If and in the event the Lessor gives the Lessee written notice that it elects to have such payments made by the Lessee direct the Lessee shall make all such payments directly to the Premises proper tax collecting authority prior to delinquency and forthwith thereafter shall deliver to the Lessee original or duplicate receipts evidencing such payments. If the Lessee fails to make any such payment within such time, the Lessor may, at its option, make the same and in such event the Lessee shall, on demand, repay to the Lessor within ten days the amount so paid by Lessor. The Lessee shall be entitled to protest or challenge any such tax or assessment or the validity thereof in the name of the Lessor or otherwise, but any such action shall be at its own cost and expense and without cost or expense to the Lessor or the demised premises, and no such action shall be taken or maintained without first delivering an indemnity agreement from a solvent licensed surety company in an appropriate sum guaranteeing to hold the Lessor and the demised premises free and harmless from loss, cost, expense or liability in connection with or arising out of any such action. If any special assessment made against the property covered by this Lease may, at option of the owner of the property, be paid in installments or covered by bond which is payable in installments, then the Lessee shall be entitled to require that the assessment be paid in installments or that the bond be issued, and in such case the Lessee shall be liable only for the payment of such installments, or the prorate thereof, as become payable during the lease term of this Lease. The first of such taxes and any extension thereof, and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate by the Lessee, either directly or by reimbursement to any fraction of a Lessor shall be those payable for the fiscal tax year at in which the commencement or termination term of this Lease begins and the last of such tax and assessments shall be prorated based upon those for the ratio that fiscal year in which the number term of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, this Lease ends; provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to however the amount of such payments for the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees first and last fiscal years shall be pro-rated to hold Landlord harmless from coincide with the beginning and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement end of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant hereof. The Lessee shall pay and discharge before delinquency any and all taxes and assessments against property of any kind or nature belonging to Lessee or placed or kept upon or about the same with respect demised premises and agrees to save and hold the rents due hereunderLessor and the demised premises free and harmless from any liability therefor or in lien thereof.

Taxes and Assessments. As additional rent, Tenant shall agrees and covenants to pay directly to the proper governmental agency, on or before the date each installment becomes due and payable, an amount equal to all real estate "Real Property Taxes" including but not limited to (i) the ad valorem or property taxes [covered below], and all other taxes including commercial rental taxes and assessments becoming other similar taxes levied against the Leased Premises, excepting income taxes, which become due and payable with respect during the Term of this Lease, and (ii) all installments of general, special, ordinary or extraordinary assessments including interest, if any. Any special assessment against the Leased Premises shall be amortized over the useful life of the improvement represented by said assessment, so that Tenant pays for only that portion of the useful life of the improvement which corresponds to the Premises during Term of the lease term Lease and any extension extensions thereof. Landlord shall have the obligation to, if possible, (i) have a copy of the tax bills mailed directly to Tenant by the proper governmental agency; and all taxes or other charges imposed during (ii) for the first and last lease term or any extension thereof with respect to any business conducted year of the Term hereof, furnish an apportionment between Landlord and Tenant based on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365of Tenant's first or last lease year, as the case may be, which fall within the then current calendar year. Tenant may, in good faith and in a lawful manner and upon giving thirty (30) days prior written notice to Landlord of its intention so to do, contest in Landlord's name any tax assessment or charge against the Leased Premises, but all costs and expenses incidental to such contest shall be paid by Tenant, and in case of an adjudication adverse to Tenant, then Tenant shall promptly pay such tax, assessment or charge including penalties or late charges, if any. Tenant shall indemnify and save Landlord harmless against any loss or damage arising from such contest and shall, if necessary to prevent a sale or other loss or damage to Landlord, pay such tax, assessment or charge under protest and take such other steps as may be necessary to prevent any sale or loss. Tenant agrees, if requested by Landlord or Landlord's lender, to pay on a monthly basis in advance its estimated share of Real Property Taxes into an interest bearing escrow account. Tenant shall promptly furnish Landlord with satisfactory evidence that all taxes have been paid. If Tenant shall fail to pay any such taxes, Landlord shall have the right to contestpay the same, objectin which case Tenant shall repay in full such amount to Landlord with Tenant's next rent installment together with interest at the Default Rate. As used herein, the term "Real Property Tax" shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fees, commercial rental tax, including without limitation, sales, use, gross receipts or value added taxes levied on the rent payable hereunder, improvement bond or other bonds, including statutory interest, levy or tax (other than inheritance, personal income or estate taxes) imposed on the Leased Premises by any authority having the direct or indirect power to tax, including any city, state or federal government, or oppose the legality or validity of any taxschool, assessmentagricultural, or chargesanitary, provided that prompt notice of such contestfire, objectionstreet, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, or charges being contested, objected, or opposed by Tenant. Tenant agrees to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term or any extension thereof, the method of taxation prevailing at the commencement of the lease term shall be altered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received there from, Tenant shall pay and discharge the same with respect to the rents due hereunder.drainage or

Taxes and Assessments. Tenant shall pay all real estate taxes and assessments becoming due and payable with respect Subject to the Premises during provisions of 11.01 --------------------- hereof (concerning "Permitted Contests"), LESSEE covenants and agrees to pay to LESSOR after receipt of a copy of the lease term tax xxxx and a calculation of LESSEE'S prorata share of taxes from Lessor, but before the same become delinquent and before any extension thereoffine, penalty, or interest may be added for nonpayment, LESSEE'S prorata share of any and all taxes or other charges imposed during the lease term or any extension thereof with respect to any business conducted on the Premises by Tenant or any personal property used by Tenant in connection therewith. Taxes, assessments or other charges which Tenant is obligated to pay or cause to be paid hereunder and which relate to any fraction of a tax year at the commencement or termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. Tenant shall have the right to contest, object, or oppose the legality or validity of any tax, assessment, or charge, provided that prompt notice of such contest, objection, or opposition be given to Landlord, and provided further that Tenant promptly thereafter set aside in a separate escrow account funds equal to the amount of the taxes, assessments, license or permit fees, excises, imposts and charges being contested, objected, of every nature and classification (all or opposed by Tenant. Tenant agrees any one of which are hereinafter referred to hold Landlord harmless from and to fully pay and discharge the amounts finally determined to be due following the exercise of such right to contest, object or oppose, together with any penalties, fines, interests, costs, or expenses as "Tax") that may accrue, or have accrued, thereon and Tenant shall apply the funds so set aside under this Section 4 of fully discharge its obligations hereunder. If at any time during the lease term Term are levied, assessed, charged or imposed upon LESSOR'S fee simple and/or reversionary interest in land and buildings on and in which the Premises is situated, LESSEE shall pay to LESSOR any tax on Rent or Additional Rental reserved or payable hereunder (including any gross receipts or other taxes levied upon, assessed against or measured by the Rent or Additional Rental); provided, however, that LESSEE shall not be obligated to pay any municipal, state or federal income, inheritance or estate tax or any extension thereoftax imposed, levied or assessed with respect to or because of the method income, appreciation or other benefit derived by LESSOR from or by virtue of this Lease or the estate of LESSOR under this Lease under currently existing applicable laws and regulations; provided, however, that if at any time during the Term the methods of taxation prevailing at the commencement of the lease term Term shall be altered so as to cause that any imposition which at the whole commencement of or any part of during the taxes, assessments, Term is or charges now or hereafter shall be levied, assessed or imposed on real estate and improvement the improvements thereon to be is thereafter levied, assessed or imposed wholly or partially as a capital levy, or otherwise, (a) on the rents received there fromfrom real estate or the improvements thereon, Tenant or (b) as a tax assessment, levy or license fee (regardless of the form and regardless of the taxing authority) upon LESSOR, measured by Rent and Additional Rental payable under this Lease, then all such substitute taxes, assessments, levies or license fees shall be deemed to be included within the meaning of the term "Tax" for purposes hereof, and LESSEE shall pay and discharge the same with as herein provided in respect to the rents payment of Tax. LESSEE'S prorata share shall be determined by multiplying the Tax by a fraction, the numerator of which is the total number of square feet in the Premises and the denominator of which is the total number of square feet in the office buildings located on the Land, but not the parking garage which are the subject of the Tax. The quotient so obtained shall be LESSEE'S prorata share of such Tax. As of the date hereof, LESSEE'S prorata share of such Tax is 27.82% (92,500 / 332,500). Tax due hereunderduring the initial and final year of the Term, will be prorated. Lessee shall not be responsible for any part of any tax increases that are assessed because of new construction on the Land unless such new construction is performed at the request of Lessee. In the event of any assessment for improvements serving or relating to the use of the Premises which is payable in installments, LESSEE'S prorata share thereof shall be further limited to those installments becoming due during the Term.