Common use of Real Estate Taxes Clause in Contracts

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rentadditional rent, for each tax period partially or wholly included in the term, Tenant’s Percentage of Taxes (as hereinafter defined). Tenant shall remit to Landlord's Tax Expenses Allocable , on the first day of each calendar month, estimated payments on account of Taxes, such monthly amounts to be sufficient to provide Landlord, by the time real estate tax payments are due and payable to any governmental authority responsible for collection of same, a sum equal to the Premises Tenant’s Percentage of Taxes, as reasonably estimated by Landlord from time to time on the basis of the most recent tax data available. The initial calculation of the monthly estimated payments shall be based upon the Initial Estimate of Tenant’s Percentage of Taxes for the governmental authority’s fiscal tax period applicable to the Building (the “Tax Year”) and upon quarterly payments being due to the governmental authority on August 1, November 1, February 1 and May 1, and shall be made when the Commencement Date has been determined. If the total of such monthly remittances for any Tax Year is greater than the Tenant’s Percentage of Taxes for such corresponding Tax Year, and Landlord shall promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this subsection 4.2.1, the difference; if the total of such remittances is less than the Tenant’s Percentage of Taxes for each fraction of a such Tax Year falling within the Term at the beginning or end thereofYear, Tenant shall pay the difference to LandlordLandlord at least twenty (20) days prior to the date or dates within such Tax Year that any Taxes become due and payable to the governmental authority (but in any event no earlier than twenty (20) days following a written notice to Tenant, which notice shall set forth the manner of computation of Tenant’s Percentage of Taxes). If, after Tenant shall have made reimbursement to Landlord pursuant to this subsection 4.2.1, Landlord shall receive a refund of any portion of Taxes paid by Tenant with respect to any Tax Year during the term hereof as a result of an abatement of such Taxes by legal proceedings, settlement or otherwise (without either party having any obligation to undertake any such proceedings), Landlord shall promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this subsection 4.2.1, the Tenant’s Percentage of the refund (less the proportional, pro rata expenses, including attorneys’ fees and appraisers’ fees, incurred in connection with obtaining any such refund), as Additional Rent, the product of (i) such Applicable fraction of a relates to Taxes paid by Tenant to Landlord with respect to any Tax Year and for which such refund is obtained. In the event this Lease shall commence, or shall end (ii) by reason of expiration of the Landlord's Tax Expenses Allocable term or earlier termination pursuant to the Premises for provisions hereof), on any date other than the first or last day of the Tax Year, or should the Tax Year in which said fraction occurs. Not later or period of assessment of real estate taxes be changed or be more or less than ninety one (901) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereofyear, as the case may be, real estate taxes on then the Buildings and the Site and abatements and refunds amount of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement Taxes which may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid payable by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of provided in this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant subsection 4.2.1 shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) appropriately apportioned and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:adjusted.

Real Estate Taxes. For each Tax Year falling Tenant shall pay and discharge all Real Estate Taxes payable or accruing for all period(s) within the Term, Tenant shall before failure to pay creates a material risk to LandlordLandlord of forfeiture or penalty, subject however to Tenant’s right of Contest as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursthis Lease expressly provides. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show pay all interest and penalties any Government assesses for late payment of any Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (paid to Landlord by Tenant) in accordance with Tenant’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable xxxx that Landlord receives. In the preceding Tax Year or fraction thereof latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementCommencement Date, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 certain Real Estate Taxes are not payable with respect to the preceding Tax Year or fraction thereofPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, or Landlord shall credit fail to take any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against action (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right the failure to approve all filings cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of Equalization), which shall result in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year becoming subject to such Real Estate Taxes; (c) Landlord covenants and agrees that it shall be made monthly at the time and not take any action, or fail to take any action, which shall result in the fashion herein provided for the payment of fixed rent. The amount so Premises becoming subject to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:additional Real Estate Taxes; and

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, Tenant's Percentage of Taxes (as hereinafter defined) assessed against the LandlordProperty (or estimated to be due by governmental authority) for any fiscal tax period (a "Tax Year") during the term of this Lease (Tenant's Percentage of Taxes being "Tenant's Tax Expenses Allocable Obligation"). Upon the request of Tenant, Landlord shall deliver to Tenant copies of all applicable tax bills and the calculation of Tenant's Tax Obligation. Except as otherwise provided in the immediately following paragraph, Tenant shall pay Tenant's Tax Obligation to Landlord at least thirty (30) days prior to the Premises for such corresponding Tax Yeardate or dates within any year during the term hereof that the same, and for each fraction of a Tax Year falling within the Term at the beginning or end any fractional share thereof, shall be due and payable to any governmental authority responsible for collection of same (as stated in a notice to Tenant given at least thirty (30) days prior to the date or dates any such payment shall be due, which notice shall set forth the manner of computation of Tenant's Tax Obligation due from Tenant), except that such payment shall be made to Landlord not later than thirty (30) days after such notice to Tenant, if such notice is given subsequent to the date thirty (30) days prior to the date the same is due and payable as aforesaid. Tenant shall pay to Landlord, as Additional Rent on the first day of each calendar month during the term but otherwise in the manner provided for the payment of Annual Fixed Rent, estimated payments on account of Tenant's Tax Obligation, such monthly amounts to be sufficient to provide Landlord by the product time Tax payments are due or are to be made by Landlord a sum equal to Tenant's Tax Obligation, as reasonably estimated by Landlord from time to time on account of (i) Taxes for the then current Tax Year. If the total of such Applicable fraction of a monthly remittances for any Tax Year and (ii) the Landlordis greater than Tenant's Tax Expenses Allocable to the Premises Obligation for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the TermYear, Landlord shall render Tenant a statement in reasonable detail certified by a representative credit such overpayment against Tenant's subsequent obligations on account of Landlord showing for Taxes (or promptly refund such overpayment if the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions term of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation obligations to Landlord). In ; if the event Landlord succeeds in obtaining a reduction total of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed remittances is less than Tenant's share of Landlord's Tax Expenses, thenObligation for such Tax Year, Tenant shall be entitled to receive its proportionate share of pay the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid difference to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten within thirty (1030) days before the day on which such payments after being so notified by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:Landlord.

Real Estate Taxes. For Landlord shall pay all real estate taxes on Landlord's Property, including all general real estate taxes, personal property taxes on Landlord's Property and installments for special assessments arising during the term of the Lease. Tenant agrees to reimburse Landlord for Tenant's Proportionate Share of such taxes and assessments. "Proportionate Share" for purposes of this Lease shall be the ratio obtained by dividing the leasable square feet of the Leased Premises by the leasable square feet of all buildings constructed from time to time on Landlord's Property. Tenant may pay its Proportionate Share of such taxes in installments at least ten days prior to when such installment is due the treasurer, unless the escrow of taxes is required as provided below. Landlord shall elect the longest payment schedule possible for special assessments arising during the term of this Lease. Landlord shall contest real estate tax assessments upon request of Tenant, subject to Tenant's payment of its Proportionate Share of reasonable attorneys' fees and costs incurred in such contest. Tenant's Proportionate Share shall be adjusted each Tax Year falling within time there is any change in the Termarea of the Leased Premises or of all buildings constructed from time to time on Landlord's Property. Any adjustment shall take place on the first day of the first calendar month following the change in either of those areas. Tenant's obligation for each tax described in this section shall be prorated for the first year of this Lease as of the Commencement Date of this Lease. Tenant shall, upon notice from Landlord, pay in escrow to Landlord one-twelfth (1/12) its Proportionate Share of the estimated annual real estate taxes, personal property taxes and installments for special assessments for Landlord's Property on the first day of each month after such request, provided, however, that if the sum of such installments shall be less than the total amount of Tenant's Proportionate Share of such taxes, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, deficiency at least ten (10) days before in advance of the day on which due date of such payments taxes, taking into account any installment payment arrangements offered by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Yearwithout the imposition of any finance charge, the foregoing statement penalty or other cost. Tenant's escrow payment shall be rendered and payments made applied by Landlord to the payment of the taxes on account the Landlord's Property. At the termination of such installmentsthis Lease, Tenant shall promptly pay Landlord for Tenant's Proportionate Share of the estimated taxes based upon that portion of the termination year this Lease is in effect. Terms used herein are defined Such estimate shall be based upon the taxes for the preceding year. Any payment by Tenant in excess of its Proportionate Share of taxes for any tax year shall be refunded to Tenant as follows:soon as reasonably practicable.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amountsas Additional Rent Tenant's Share (or, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In Tenant's Proportionate Share in the event Landlord succeeds there is more than one Building in obtaining a reduction the Center and the items are not billed separately for the Premises) of such all real estate taxes, rates assessments, occupational taxes or assessments excise taxes levied on rentals derived from operation of the property, and any other government or private subdivision levies or charges, whether general or special, ordinary or extraordinary, which are assessed or imposed upon all or part of the Center, together with respect any of the expenses of protesting, negotiating or contesting the amount or validity of any such taxes, charges or assessments. Although no tax contest shall excuse Tenant from its obligation to a real estate tax fiscal year as to which Tenant contributed Tenant's pay its share of Landlord's Tax Expenses, thentaxes as and when required by this Lease, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved challenge such assessments through legal means at its own expense provided Tenant posts a security bond acceptable to Landlord and holds Landlord and the Premises harmless from the consequences of Tenant's participation in each step such contest. In the event Landlord, or any tenant of the abatement processCenter, includingincluding Tenant, without limitationobtains a refund, Landlord's right such refund shall first be applied to approve all filings the costs and fees incurred in connection with obtaining such abatement proceedings refund and then shall be distributed pro rata to the parties paying such taxes. If the Lease Term shall end during a tax year ("tax year" shall mean the annual period for which Real Estate Taxes are assessed and levied) of which only part is included in the Lease Term, the amount of such approval not Additional Rent shall be prorated on a per diem basis and shall be paid on or before the last day of the Lease Term. If the Lease Term ends in any tax year before the amount to be unreasonably withheld) and payable by Tenant has been determined under the right to attend all meetings between Tenant and its representatives and provisions of this Section, an amount payable for the representatives portion of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to Lease Term during the Premises anticipated for the then current tax year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to and the estimated amount shall be sufficient to provide Landlordpromptly paid by Tenant. As soon as the amount properly payable by Tenant for the partial period has finally been determined, the amount shall be adjusted between Landlord and Tenant. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within the TermIn addition to Base Rent payable by Tenant to Landlord pursuant to this Lease, Tenant shall pay to Landlordwhen due, as Additional Rent, the Landlord's Tax Expenses Allocable directly to the Premises for such corresponding Tax Yearapplicable taxing authority, and for each fraction of a Tax Year falling within all Real Estate Taxes payable during the Term at the beginning or end thereofLease Term. Within 30 days after Landlord’s written request therefor, Tenant shall pay deliver to Landlord, as Additional Rent, Landlord satisfactory evidence that the product of (i) such Applicable fraction of a Tax Year installment or payment has been paid and (ii) discharged in full. In the Landlord's Tax Expenses Allocable to event that Landlord receives any xxxx for Real Estate Taxes for the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Lease Term, Landlord shall render immediately turn such xxxx over to Tenant a statement in reasonable detail certified by a representative of Landlord showing for timely payment. Tenant shall receive the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds benefit of any taxes and assessments. Expenditures refunds, rebates, abatements or reductions in any Real Estate Taxes (collectively, “Refund”) which are attributable to any period for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement which Tenant is obligated to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord Real Estate Taxes under this Lease (Lease, whether or refund not such portion of Refund was actually applied or received during the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term term of this Lease. Tenant's entitlement to such refund amount shall survive The parties acknowledge that the expiration Premises is the subject of a Community Reinvestment Area LEED Tax Exemption Agreement between the Term. Landlord willCity of Cincinnati and Landlord, upon the written request of Tenant(“CRA Agreement”), who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply which provides for an abatement of real property taxes under the terms of the CRA Agreement. Tenant agrees to complete and submit to the Landlord the reports of Tenant’s hiring and employment activities which Landlord is required to file under the CRA Agreement and Landlord agrees to comply the Agreement by timely filing any such reports and by complying with all other terms of the CRA Agreement. In the event that Landlord receives any Refund from any taxing authority which is attributable to any period for which Tenant is obligated to pay Real Estate Taxes under this Lease (whether or not such Refund was actually received by Landlord during the term of this Lease), Landlord shall immediately turn over to Tenant the full amount of such Refund. In the event that all or any portion of the real estate tax abatement granted under the CRA Agreement is revoked or withdrawn retroactively due to Tenant’s failure to employ the number of people required under the CRA Agreement, Tenant agrees to pay any additional Real Estate Taxes due which are attributable to any period for which Tenant is obligated to pay Real Estate Taxes under this Lease (whether or not such additional Real Estate Taxes become due during the term of this Lease). As used herein “Real Estate Taxes” means all real estate taxes, ad valorem taxes and assessments, general and special assessments, or any other tax imposed upon or levied against real estate or upon owners of real estate as such rather than persons generally, including taxes imposed on leasehold improvements, payable solely with respect to the Premises, including all land, all buildings and improvements situated thereon. Only Real Estate Taxes actually billed to the Landlord by the taxing authority during the term of this Lease are payable by Tenant. Real Estate Taxes relating to any period during the term of this Lease but not due and payable during the Term are not payable by Tenant. Notwithstanding anything to the contrary, the following are excluded from Real Estate Taxes: (a) any estate tax, inheritance tax, succession tax, capital levy tax, corporate franchise tax, gross receipts tax, income tax, conveyance fee or transfer tax; and (b) any assessment, bond, tax, or other finance vehicle that is (i) imposed as a result of Landlord’s initial construction of the Building, or (ii) allow such tenants used to apply for abatements in their own name, fund construction of the Building or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any)any additions or improvements thereto. If such tenants apply for an abatement of real estate taxesany assessment may be paid in installments, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at permitted to pay such assessment over the time longest installment period permitted and in only the fashion herein provided for installment coming due during the payment of fixed rent. The amount so to be paid to Landlord Term hereof shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:included within Real Estate Taxes.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant Borrower shall pay and discharge, and shall cause its Subsidiaries to Landlordpay and discharge, as Additional Rentand when due and payable, the Landlord's Tax Expenses Allocable before any penalty attaches, all charges, impositions, levies, assessments and taxes (whether general, special or otherwise), water charges, sewer service charges and all other municipal or governmental charges, impositions, levies, assessments and taxes of any kind or nature that may be at any time levied, assessed or imposed upon or against any real property owned in fee by any Subsidiary or in which any Subsidiary has a leasehold interest (but only to the Premises for extent Borrower or any Subsidiary is required to pay such corresponding Tax Yeartaxes in accordance with the terms of the lease), and for each fraction shall promptly deliver to Collateral Agent upon Collateral Agent’s request therefor, duplicate receipts evidencing payment thereof prior to delinquency. Notwithstanding anything to the contrary in the foregoing, Borrower may contest any tax imposed, assessed, levied or due with respect to or from said real property, by instituting and diligently and in good faith prosecuting by appropriate judicial proceedings the validity or amount of a Tax Year falling within the Term at the beginning tax, charge, imposition or end thereofassessment (said tax, Tenant shall pay charge, imposition or assessment being hereinafter referred to Landlord, in this Section as Additional Rent, the product of “impositions”) if (i) the contest or decision relating thereto will not and cannot result in the forfeiture of said real property or the Subsidiary’s leasehold interest therein prior to or pending resolution of such Applicable fraction contest and the invalidity, forfeiture, loss of a Tax Year priority or unenforceability of Collateral Agent’s mortgage lien on said real property or the Subsidiary’s leasehold interest therein will not and cannot result from such contest or failure to pay such impositions, (ii) the Landlord's Tax Expenses Allocable no Event of Default shall exist hereunder, and (iii) prior to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof commencement and for each succeeding Tax Year or fraction thereof during the Termduration of such proceeding, Landlord Borrower shall render Tenant a statement maintain adequate reserves on account of the failure to pay such imposition and/or the contest of the amount and/or validity thereof in reasonable detail certified by a representative accordance with GAAP. Upon resolution of Landlord showing for such contest, Borrower shall promptly pay the impositions then due. If, at any time during the continuance of the contest described in the preceding year sentence, said real property or fraction thereofthe Subsidiary’s leasehold interest therein is, as in Collateral Agent’s reasonable determination, in imminent danger of being forfeited, lost or rendered invalid or unenforceable, then, in any of said events, Borrower shall, at Collateral Agent’s demand, use the case may beaforesaid reserve to pay such impositions and if such reserve is insufficient to pay in full the required payment, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant Borrower promptly shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and pay the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:insufficiency.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay all real estate taxes and assessments on the Premises which are due and payable during the term of this Lease when due. All real estate taxes shall be paid to Landlordthe Landlord by the Tenant, as Additional additional Rent, the Landlord's Tax Expenses Allocable . Landlord shall promptly forward to the Premises Tenant a copy of all xxxxxxxx for such corresponding Tax Yearreal estate taxes and assessments on the Premises, which are due and for each fraction payable during the term of a Tax Year falling within the Term at the beginning or end thereof, this Lease. Tenant shall pay within ten (10) days prior to Landlord, as Additional Rent, the product of its due date either (i) such Applicable fraction appropriately pay the real estate taxes and assessments and forward evidence of a Tax Year and payment to the Landlord; or (ii) pay the Landlord's Tax Expenses Allocable Landlord an amount equal to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on and assessments so as to enable the Buildings and Landlord to pay the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and before the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statementdate thereof. Within thirty (30) days after prior to the date termination of delivery this Lease or vacation of the foregoing statementPremises by the Tenant, the Tenant shall pay to the Landlord the balance pro-rated amount of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes and assessments for the Premises payable through the Lease termination date or (ii) allow such tenants to apply for abatements in their own name, or in LandlordTenant's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any)vacation date but not yet due. If such tenants apply for an abatement of real estate taxes, then Landlord Tenant shall have the right to be involved in each step of the abatement processpromptly, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time reasonably and in good faith contest the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable assessed during the term of this Lease; provided that the Tenant indemnifies the Landlord and save harmless the Landlord from all such actions related to the taxing authority in installments with respect to periods less than a Tax Yearreal estate taxes, including all attorney's fees and expenses incurred by Landlord. Notwithstanding the foregoing statement shall be rendered to the contrary, Landlord hereby agrees to cooperate with any such appeal made by Tenant, provide any information and payments made on account of execute any documents required in making such installments. Terms used herein are defined as follows:appeal.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, All real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged levied against the tax refund Property (collectively, “Taxes”) shall be prorated between Buyer and Seller on a cash basis, (i.e. those Taxes for which final bills are issued in the calendar year in which the Closing occurs and that become due and payable in the year in which the Closing occurs will be prorated between Buyer and Seller regardless of the tax, fiscal or abatement before calendar year during which such Taxes accrued). If the adjustments are made actual amount of Taxes due and payable in the year of Closing is not ascertainable as of the Closing Date, proration of Taxes shall be based upon the most currently available xxxx for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rentsuch Taxes, and shall be reprorated when the amount of real estate taxes remaining due fromactual final xxxx is available, or overpaid byin accordance with Section 4.2.7. Such reproration obligation shall survive the Closing and shall not merge into any documentation delivered at Closing. Notwithstanding the foregoing, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant but subject to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has 4.2.7, there will be no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord proration for Taxes to the extent allocable a Project is leased to a single Tenant and such Tenant’s respective Lease requires that Tenant to pay Taxes, whether directly or by reimbursement to Seller, rather than paying estimated amounts therefor to Seller as additional rent. Buyer shall pay all Taxes due and payable after Closing, and reconciliations with Tenants for Taxes due and payable during calendar year 2005 shall be responsibility of Buyer post-Closing, pursuant to, and in accordance with, Section 4.2.7 below. In no event shall Seller be charged with or responsible for any increase in the Taxes resulting from an increase in the assessed valuation of any Project, which increase occurs as a result of the sale of the Property or from any improvements first made or Leases first entered into on or after the Closing Date; provided, however, that Seller nevertheless acknowledges that Taxes may increase due to changes in assessed valuation and/or in tax rates, without the change in assessed valuation being attributable to the Term sale of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes a Project or (ii) allow such tenants to apply for abatements in their own name, any post-Closing leasing or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:improvements thereon.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord as Additional Rent Tenant's Prorata Share (or, Tenant's Proportionate Share in the balance event there is more than one Building in the Center) of any increases in Landlord's Real Estate Taxes over Real Estate Taxes for the amountsBase Year levied against the Center. "Real Estate Taxes" shall mean: (a) all ad valorem Real Estate Taxes on the Center (adjusted after protest or litigation, if any) for any part of the term of this Lease, required exclusive of penalties; (b) any taxes which shall be levied in lieu of any such ad valorem Real Estate Taxes; (c) any special assessments for benefits on or to the Center paid in annual installments by Landlord; (d) occupational taxes or excise taxes levied on rentals derived from the operation of the property or the privilege of leasing property; (e) any private subdivision assessment made against the Center; and (f) the expense of protesting, negotiating or contesting the amount or validity of any such taxes, charges or assessments, such expense to be paid pursuant applicable to the above provisions period of this Section 2.7 with respect the item contested, protested or negotiated. If the Lease Term shall end during a tax year ("tax year" shall mean the annual period for which Real Estate Taxes are assessed and levied) of which only part is included in the Lease Term, the amount of such Additional Rent shall be prorated on a per diem basis and shall be paid on or before the last day of the Lease Term. If the Lease Term ends in any tax year before the amount to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to be payable by Tenant pursuant to has been determined under the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such Section, an amount payable for the portion of the over-payment as aforesaid if Lease Term during the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to and the estimated amount shall be sufficient to provide Landlordpromptly paid by Tenant. As soon as the amount properly payable by Tenant for the partial period has finally been determined, the amount shall be adjusted between Landlord and Tenant. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling ‌ . Tenant shall pay and discharge all Real Estate Taxes payable or accruing for all period(s) within the Term, Tenant shall before failure to pay creates a material risk to LandlordLandlord of forfeiture or penalty, subject however to Tenant’s right of Contest as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursthis Lease expressly provides. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show pay all interest and penalties any Government assesses for late payment of any Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (paid to Landlord by Tenant) in accordance with Tenant’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable xxxx that Landlord receives. In the preceding Tax Year or fraction thereof latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementCommencement Date, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 certain Real Estate Taxes are not payable with respect to the preceding Tax Year or fraction thereofPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, or Landlord shall credit fail to take any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against action (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right the failure to approve all filings cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of Equalization), which shall result in connection with the Premises becoming subject to such abatement proceedings Real Estate Taxes; (such approval c) Landlord covenants and agrees that it shall not take any action, or fail to be unreasonably withheldtake any action, which shall result in the Premises becoming subject to additional Real Estate Taxes; and (d) in the event that Landlord breaches the covenants in clauses (b) and the right to attend all meetings between Tenant (c) and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant Real Estate Taxes are imposed on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year as a result thereof, Landlord shall be made monthly at the time and in the fashion herein provided solely responsible for the payment of fixed rent. The amount so to be paid to Landlord such Real Estate Taxes and Tenant shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments have no liability or obligation hereunder with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:thereto.

Real Estate Taxes. For each Tax Year falling Tenant shall, in all instances, pay Tenant's Proportionate Share of all real estate taxes, assessments and other governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature (except as otherwise set forth herein) imposed, levied, assessed or confirmed by any lawful taxing authorities which may accrue during the period of the Term of this Lease for the whole or any part of the Retail Area and the land situated thereunder during the Term of this Lease (excluding any portion of the Retail Area which is not owned by Landlord and which is separately assessed, and for which the Taxes are paid for by the owners or occupants of such area) or any taxes in lieu thereof, and also all reasonable and customary costs and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any such taxes, levies, charges or assessments and/or in negotiating with the public authorities as to the same, all of which real estate taxes, assessments, levies, charges, costs and fees are hereinafter collectively referred to as "Taxes." To the extent any taxes within the TermProject are not separately assessed, Landlord shall reasonably allocate the Taxes payable with respect to the Retail Area between the various uses and areas of the Project, and shall reduce the amount of Taxes by the contributions made towards same by the owners of other parcels. Commencing on the Commencement Date and without thereby waiving Tenant's liability for the entire amount of Tenant's Proportionate Share of Taxes, until Landlord receives the next notice of assessment or tax xxxx, Tenant shall pay to Landlord, monthly, in advance, as Additional Rent, Tenant's Proportionate Share of Taxes reasonably estimated for the Landlord's Tax Expenses Allocable prior calendar year and payable during the then current calendar year, subject to adjustment, when the Premises for amount of such corresponding Tax YearTaxes shall be determined. Therefore, and for each fraction of a Tax Year falling within during the Term at the beginning or end thereofof this Lease, Tenant shall pay to LandlordLandlord monthly, in advance, on the first day of each month, as Additional Rent, an amount equal to one-twelfth (1/12th) of the product amount which is reasonably estimated to be Tenant's Proportionate Share of (i) Taxes. After receipt of the actual xxxx for Taxes, Landlord shall determine the actual amount of Tenant's Proportionate Share of Taxes. If the amount of such Applicable fraction monthly payments paid by Tenant exceeds the actual amount thereafter due from Tenant, the overpayment shall be credited on Tenant's next succeeding payment; or, if at the expiration or sooner termination of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Lease Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered such excess to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within within thirty (30) days after determination of Tenant's actual Proportionate Share of Taxes for the date period in question. If the amount of delivery of such monthly payments paid by Tenant shall be less than the foregoing statementactual amount due from Tenant, Tenant shall pay to Landlord the balance difference between the amount paid by Tenant and the actual amount due within thirty (30) days after Landlord's written demand accompanied by copies of tax bills and a reasonably detailed computation of Tenant's Proportionate Share. In addition, after Landlord's receipt of the amountsactual xxxx for Taxes, if any, required to be paid pursuant to Landlord may on such basis readjust the above provisions amount of this Section 2.7 with respect to Tenant's estimated monthly tax payments for the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate current tax fiscal year as to which Tenant contributed and if Tenant's share of monthly payments previously made to Landlord for such current tax fiscal year are less than the readjusted estimated amount Tenant shall thereupon pay to Landlord any deficiency in such payments within thirty (30) days after Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Leasewritten demand. Tenant's entitlement obligation to such refund amount pay any deficiency in its monthly deposits for Taxes shall survive the expiration of the TermTerm hereof. Landlord willshall have the right, if permitted, by law, to make installment payments of any Taxes levied against the Retail Area, and in such event, Tenant's Proportionate Share of Taxes shall be computed upon the written request installments and interest thereon paid by Landlord in each Lease Year. Landlord shall contest any or all such Taxes and Landlord shall have the sole, absolute and unrestricted right to settle any such contest, proceeding or action upon whatever terms Landlord may, in its sole but reasonable business judgement, determine. In the event Landlord receives any refund of such Taxes (and provided Tenant is not then in default of any of the terms of this Lease beyond any applicable cure period set forth herein), Landlord shall credit such portion of such refund as shall be allocated to payments of Tenant's Proportionate Share of Taxes actually made by Tenant (less reasonable and customary costs, who together with other tenants lease at least fifty (50%expenses and attorneys' fees) against the next succeeding payment of Tenant's Proportionate Share of Taxes due from Tenant or, if received during the last Lease Year, Landlord will refund the same to Tenant following the expiration or sooner termination of the Total Rentable Floor Area Lease or the Lease Term at such time as it is determined that Tenant's obligations to pay Tenant's Proportionate Share of Taxes for the Complexlast Lease Year has been fulfilled. In the event Landlord fails to contest Taxes as hereinabove contemplated, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord Tenant shall have the right to be involved in each step contest such Taxes provided Tenant shall coordinate such contest with all other tenants and occupants of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, Project having a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:similar right.

Real Estate Taxes. For each If with respect to any full Tax Year or fraction of a Tax Year falling within the Term, Landlord’s Tax Expenses Allocable to the Premises as hereinafter defined for a full Tax Year exceed Base Taxes Allocable to the Premises, or for any such fraction of a Tax Year exceed the corresponding fraction of Base Taxes Allocable to the Premises (such amount being hereinafter referred to as the “Tax Excess”) then, on or before the thirtieth (30th) day following receipt by Tenant of the certified statement referred to below in this Section 2.7, then Tenant shall pay to Landlord, as Additional Rent, the Landlord's amount of such Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursExcess. Not later than ninety (90) days after Landlord's ’s Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings Building and the Site and Site, abatements and refunds of any taxes and assessments, expenditures incurred in seeking such abatement or refund, the amount of the Tax Excess, the amount thereof already paid by Tenant, the amount thereof overpaid by Tenant (if any) for the period covered by such statement, and the amount thereof remaining due from Tenant (if any) for the period covered by such statement. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts . Any balance shown as due from it to Tenant pursuant to the provisions of this Section 2.7 shall be credited against (xi) monthly installments of fixed rent next thereafter coming due or (yii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid refunded to Tenant if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises increases in real estate taxes anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the PremisesTenant’s share of such increases, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:

Real Estate Taxes. For each If with respect to any full Tax Year or fraction of a Tax Year falling within the Term, Landlord’s Tax Expenses Allocable to the Premises as hereinafter defined for a full Tax Year exceed Base Taxes Allocable to the Premises, or for any such fraction of a Tax Year exceed the corresponding fraction of Base Taxes Allocable to the Premises then, on or before the thirtieth (30th) day following receipt by Tenant of the certified statement referred to below in this Section 2.7, then Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for amount of such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term excess. Such payments shall be made at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, times and in the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year manner hereinafter provided in which said fraction occursthis Section 2.7. Not later than ninety (90) days after Landlord's ’s Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings Building and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (xi) monthly installments of fixed rent next thereafter coming due or (yii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and net of any sums then due from Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises increases in real estate taxes anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the PremisesTenant’s share of such increases, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:

Real Estate Taxes. For each If Taxes (as hereinafter defined) assessed against the Property (or estimated to be due by governmental authority) for any fiscal tax period (a “Tax Year falling Year”) during the term of this Lease shall exceed Base Taxes, whether due to increase in rate or reassessment of the Property, or both, Tenant shall reimburse Landlord, as Additional Rent, in an amount equal to Tenant’s Percentage of any such excess (such amount being hereinafter referred to as the “Tax Excess”). Except as otherwise provided in the immediately following paragraph, Tenant shall pay the Tax Excess to Landlord within thirty (30) days after delivery to Tenant of a year-end statement of the Term, Taxes and Tax Excess for the preceding Tax Year. Tenant shall pay to Landlord, as Additional Rent commencing on the Rent Commencement Date and thereafter on the first day of each calendar month during the term but otherwise in the manner provided for the payment of Annual Fixed Rent, estimated payments on account of the Landlord's Tax Expenses Allocable Excess, such monthly amounts to be sufficient to provide Landlord by the time Tax payments are due or are to be made by Landlord a sum equal to the Premises Tax Excess, as reasonably estimated by Landlord from time to time on account of Taxes for the then current Tax Year. If the total of such monthly remittances for any Tax Year is greater than the Tax Excess for such corresponding Tax Year, Landlord shall credit such overpayment against Tenant’s subsequent obligations on account of Taxes (or promptly refund such overpayment if the term of this Lease has ended and Tenant has no further obligations to Landlord); if the total of such remittances is less than the Tax Excess for each fraction of a such Tax Year falling within the Term at the beginning or end thereofYear, Tenant shall pay the difference to Landlord, as Additional Rent, the product of Landlord within ten (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (9010) days after being so notified by Landlord's . If, after Tenant shall have made all payments due to Landlord pursuant to this Subsection 4.2.1, Landlord shall receive a refund of any portion of Taxes as a result of an abatement of such Taxes by legal proceedings, settlement or otherwise (without either party having any obligation to undertake any such proceedings), Landlord shall pay or credit to Tenant Tenant’s Percentage of that percentage of the refund (after first deducting any reasonable expenses, including attorneys’, consultants’ and appraisers’ fees, incurred in connection with obtaining any such refund) which equals the percentage of the applicable Tax Expenses Allocable Year included in the term hereof, provided however, in no event shall Tenant be entitled to receive more than the Premises are determined for the first sum of payments actually made by Tenant on account of Taxes with respect to such Tax Year or fraction thereof and to receive any payment if Taxes for each succeeding any Tax Year are less than Base Taxes. In the event that Tenant’s obligation to pay Additional Rent for Taxes shall commence, or the term of this Lease shall expire or be terminated during any Tax Year, or should the Tax Year or fraction thereof period of assessment of real estate taxes be changed or be more or less than one (1) year, or should Tenant’s Percentage be modified during any Tax Year due to a change in the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative rentable area of Landlord showing for the preceding year Building and/or the Premises or fraction thereofotherwise, as the case may be, real estate taxes on then the Buildings and the Site and abatements and refunds amount of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement Tax Excess which may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid otherwise payable by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of provided in this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant Subsection 4.2.1 shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs pro-rated on a first dollar daily basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant based on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the 360 day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within the TermReal estate or ad valorem real property taxes, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, assessments (including installments of business improvement district charges and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year principal and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes interest installments due on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amountslocal improvement district liens, if any, required to be paid pursuant to the above provisions of this Section 2.7 ) and personal property taxes with respect to the preceding Tax Year or fraction thereofProperty (collectively, or Landlord "Real Estate Taxes") shall credit any amounts due from it to Tenant pursuant be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Esxxxx Taxes levied against the Property for the period prior to the provisions of this Section 2.7 Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Txxxx shall be prxxxxed based upon the latest tax information then available (xincluding previous tax bills, current assessments and other information available from the taxing authorities) monthly installments of fixed rent next thereafter coming due and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion other current information becomes available. Any increase xx Real Estate Taxes which is assessed following the Closing arising out of the over-payment as aforesaid if sale of the Term has ended Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and Tenant has no further obligation collecting such refunds, shall be prorated in proportion to Landlord). In the event Landlord succeeds in obtaining a reduction respective shares of such real estate taxes, rates or assessments with respect Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount their respective shares of any refund received or reduction obtained by Landlord of Real Estate Taxes shall be subject to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration rights of the Term. Landlord willTenants under the Tenant Leases in regard to Overage Rents, upon the written request and any portion of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants any refund to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord which any Tenant is entitled shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord CBL/OP (even if the refund pertains to be sufficient a period prior to provide LandlordClosing) and CBL/OP covenants to promptly refund (or, in the aggregateCBL/OP's case, a sum equal to Landlord's Tax Expenses Allocable credit) to the PremisesTenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent parties agree that real estate taxes shall be payable prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in installments with respect to periods less than a Tax Yeararrears, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:currently or prospectively.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay pay, directly to Landlord, as Additional Rentthe authority charged with collection thereof, the Landlord's Tax Expenses Allocable full amount of all taxes levied or assessed after the Rent Commencement Date by the municipality or any governmental authority having jurisdiction of the Premises, for or in respect of the Premises or which may become a lien on the Premises, for each tax period wholly included in the Rent Period and, if exercised, the Extension Terms, all such payments to be made not less than five (5) days prior to the Premises last date on which the same may be paid without interest or penalty or fifteen (15) days after Xxxxxx’s receipt of the tax bill, whichever is later. Landlord shall promptly furnish Tenant with copies of all bills for taxes levied or assessed after the Rent Commencement Date, and, unless prohibited from doing so by any mortgagee of the Premises, shall request such corresponding Tax Year, and municipality or governmental authority to send all bills for each taxes directly to Tenant. With respect to any fraction of a Tax Year falling within tax period included in the Term Rent Period or, if exercised, the Extension Terms, at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of within fifteen (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (9015) days after Landlord's Tax Expenses Allocable receipt of a reasonably detailed invoice therefor, the fraction of taxes so levied or assessed or becoming payable which is allocable to such included period. Tenant shall promptly furnish Landlord with reasonable evidence of each such payment. If Tenant shall deem itself aggrieved by any such tax or charge and shall elect to contest the Premises are determined for the first such Tax Year payment thereof or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction seek abatement thereof, as the case Tenant may bemake such payment under protest. Either party paying any tax shall be entitled to recover, real estate taxes on the Buildings receive and the Site and retain for its own benefit all abatements and refunds of such tax, unless it has previously been reimbursed by the other party. Neither party shall discontinue any taxes abatement proceedings begun by it without first giving the other party written notice of its intent so to do and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement reasonable opportunity to be rendered substituted in such proceedings. Nothing contained in this Lease shall, however, require Tenant to Tenant shall also show for pay any franchise, corporate, income, estate, inheritance, succession, capital levy or transfer tax of Landlord, or any income, profits or revenue tax or charge upon the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid rent payable by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds Lease, unless said tax is in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement lieu of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within Lessee shall pay when due and before the same become delinquent, all real estate taxes attributable to the Premises that may be assessed and levied during theTerm hereof. Lessor will cooperate with Lessee should Lessee desire to contest any future assessment or any such taxes at Lessee's cost and expense. Real estate taxes for the first year of the Term hereof and the last year of the Term, Tenant and for any year in which this Lease is prematurely terminated, as permitted herein, shall be prorated between Lessor and Lessee. If Lessee fails to pay such real estate taxes when due, Lessor may pay the taxes and interest and penalties due thereon, provided however, Lessor shall, only have the right to Landlordpay such taxes when Lessee is contesting the taxes if (i) Lessee has not paid such taxes under protest; (ii) Lessor, in its sole discretion, finds that the Premises or any part thereof is in danger of being sold, forfeited, lost or interfered with; or (iii) Lessee has not provided any security required under its contest proceedings. In such event, Lessee shall reimburse Lessor for the amount of such taxes, interest and penalties thereon, and Lessor's expenses relating thereto, as Additional RentRent with interest thereon at the prime rate announced from time to time by Pittsburgh National Bank plus two percent (2%) (the "Late Rate") until payment is fully made to Lessor. Notwithstanding anything else contained in this Lease or any related documents, the Landlord's Tax Expenses Allocable to Lessee will not seek an assessment of the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within tax purposes in an amount less than $3,916,600. If at any time during the Term hereof the methods of taxation prevailing at the beginning commencement of the Term hereof shall be altered so that in lieu of or end thereof, Tenant shall pay as a supplement to Landlord, as Additional Rent, the product of (i) such Applicable fraction of or a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises substitute for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to whole or any part of the Premises are determined for real estate taxes or assessments now levied, assessed, or imposed upon the first such Tax Year Premises, there shall be levied, assessed, or fraction thereof and for each succeeding Tax Year imposed any form of assessment, tax, license fee, license tax, business license fee, business license tax, excise tax, commercial rental tax, levy, charge, penalty, or fraction thereof during other imposition by the Termfederal or state government, Landlord any political subdivision, municipality, school district, or other taxing body, then Lessee shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereofpay, as the case may be, real estate taxes on all such taxes, assessments, levies, impositions and charges or the Buildings and part thereof so measured or based, which are in lieu of or a substitute for, the Site and abatements and refunds of whole or any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery part of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants assessments now levied, assessed or imposed on the Premises. Upon failure of the Lessee to apply for abatements in their own namepay the same when due, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord Lessor shall have the right to be involved in each step of pay the abatement process, including, without limitation, Landlord's right same and to approve all filings in connection collect the amount thereof from Lessee as Additional Rent with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly interest thereon at the time and in Late Rate. Lessor shall promptly submit to Lessee all real estate or other applicable tax notices when they are received from, the fashion herein provided for taxing bodies. Lessee shall pay all taxes or, or before the payment due date, and at Lessor's request shall provide the Lessor with evidence of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlordpayment's Tax Expenses Allocable to the Premises, at least ten (10) days before prior to the day date on which such payments by Landlord they would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within A. Tenant shall pay as Additional Rent during the Term, upon demand from time to time by Landlord, the "Proportionate Share" (as hereinafter defined) of real estate taxes, assessments and other charges and levies which may be made or imposed upon the Premises ("Taxes"), other than income, franchise, gross receipts, corporation, capital levy, excess profits, revenue, inheritance, devolution, gift, estate, payroll or stamp tax, or other tax not in lieu of or as substitute for real estate tax; provided, however, that if any time during the Tern the methods of taxation prevailing at the Commencement Date shall be altered so as to cause the whole or any part of the Taxes to be imposed, wholly or partly, as a capital levy, on the rents received from the Premises or otherwise, or if any tax shall be measured by or based in whole or in part upon the value of the Premises and shall be imposed upon Landlord, then, to the extent that such other tax is a substitute for or is enacted in lieu of existing real estate tax, as described above, Tenant shall pay to Landlordbe responsible for payment, as Additional Rent, the Landlord's Tax Expenses Allocable to of all such Taxes. The maximum obligation of Tenant, however, shall be achieved by computing such substitute tax as if the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within were the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share sole property of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written Upon request of Tenant, who together Landlord shall execute all documents necessary for, and will cooperate with other tenants lease at least fifty (50%) of Tenant with respect to, the Total Rentable Floor Area of the Complexprosecution, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to of appeals of the tax assessment against the Premises, provided that no such tenants' right to recover such costs on a first dollar basis from appeal shall be prosecuted if the abatement proceedsprosecution thereof would, if any). If such tenants apply for an abatement in Landlord's reasonable judgment, jeopardize Landlord's ownership of real estate taxesthe Tract or create any lien or encumbrance thereon, then and further provided that Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings incur no expense or obligation in connection with any such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:appeals.

Real Estate Taxes. For each Tax Year falling Tenant shall pay and discharge all Real Estate Taxes payable or accruing for all period(s) within the Term, Tenant shall before failure to pay creates a material risk to LandlordLandlord of forfeiture or penalty, subject however to Tenant’s right of Contest as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursthis Lease expressly provides. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show pay all interest and penalties any Government assesses for late payment of any Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (paid to Landlord by Tenant) in accordance with Xxxxxx’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable bill that Xxxxxxxx receives. In the preceding Tax Year or fraction thereof latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementCommencement Date, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 certain Real Estate Taxes are not payable with respect to the preceding Tax Year or fraction thereofPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, or Landlord shall credit fail to take any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against action (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right the failure to approve all filings cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of Equalization), which shall result in connection with the Premises becoming subject to such abatement proceedings Real Estate Taxes; (such approval c) Landlord covenants and agrees that it shall not take any action, or fail to be unreasonably withheldtake any action, which shall result in the Premises becoming subject to additional Real Estate Taxes; and (d) in the event that Landlord breaches the covenants in clauses (b) and the right to attend all meetings between Tenant (c) and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant Real Estate Taxes are imposed on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year as a result thereof, Landlord shall be made monthly at the time and in the fashion herein provided solely responsible for the payment of fixed rent. The amount so to be paid to Landlord such Real Estate Taxes and Tenant shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments have no liability or obligation hereunder with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:thereto.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant Lessee shall pay to Landlordas soon as they are due, as Additional Rent, Lessee's Percentage of all real estate taxes assessed against the Landlord's Tax Expenses Allocable to Demised Premises and Building Area. As used herein real estate taxes shall mean the Premises property taxes and assessments (including, but not limited to, all assessments, including special assessments, for such corresponding Tax Yearpublic improvements or benefit and water and sewer rents) imposed upon the Building and Building Area, or upon the Fixed Basic Rent and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, as such, payable to Lessor, including, but not limited to, real estate, city, county, village, school, and transit taxes, or taxes, assessments, or charges levied, imposed, or assessed against the product of (i) such Applicable fraction of a Tax Year Building and (ii) the Landlord's Tax Expenses Allocable Building Area by any other taxing authority, whether general or specific, ordinary or extraordinary, foreseen or unforeseen. Subject to the Premises following sentence, Lessee shall have no obligation to pay any income, estate succession, inheritance, transfer and franchise taxes of Lessor. If due to a future change in the method of taxation, any franchise, income or profit tax shall be levied against Lessor in substitution for, or in lieu of, or in addition to, any tax which would otherwise constitute a real estate tax, such franchise, income or profit tax shall be deemed to be a real estate tax for the purpose hereof; conversely, any additional real estate tax hereafter imposed in substitution for, or in lieu of, any franchise, income or profit tax (which is not in substitution for, or in lieu of, or in addition to, a Real Estate Tax Year in which said fraction occursas hereinbefore provided) shall not be deemed a Real Estate Tax for the purposes hereof. Not later than ninety (90) days after Landlord's Tax Expenses Allocable Notwithstanding anything herein contained to the Premises are determined contrary, Lessor shall invoice Lessee monthly for 1/12th of Lessee's Percentage of the annual taxes and, Lessee shall promptly pay to Lessor together with all other Additional Rent and Basic Rent the required amount as may be adjusted from time to time. Lessee shall not have the right to institute a tax appeal on the Property without first obtaining Lessor's consent. Notwithstanding Lessor's consent, in the event Lessee's appeal shall result in an increase in the assessed value of the Property, then Lessee shall remain liable for the first increased tax liability for a period of three years after such Tax Year determination which obligation shall survive the expiration or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions sooner termination of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord)Lease. In the event Landlord succeeds in obtaining Lessor shall file a reduction of such real estate taxestax appeal which is ultimately successful, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant Lessee shall be entitled obligated to receive reimburse Lessor its proportionate share of Percentage for all attorneys' fees and costs incurred in the net amount of any refund received or reduction obtained by Landlord appeal. Notwithstanding anything in the forgoing to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlordcontrary, in the aggregateevent the assessed valuation within the first three Lease Years is changed to reflect a valuation exceeding $125.00 per square foot, a sum equal to LandlordLessor will take an appeal at Lessee's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered cost and payments made on account of such installments. Terms used herein are defined as follows:expense.

Real Estate Taxes. For each Tax Year falling within Prior to the Effective Date, Landlord shall make a mailing address change on the property tax records so that the tax bxxx and tax notices for the Premises will be mailed to Tenant at the address provided at Article 24. During the Term, Tenant shall pay directly to Landlord, as Additional Rentthe taxing authority on or before the due date, the Landlord's Tax Expenses Allocable “Real Estate Taxes affecting the Premises and the improvements thereon as they exist from time to time. Landlord shall promptly, upon receipt, provide the tax bills for the Premises and Premises Improvements to Tenant. “Real Estate Taxes” shall mean, to the Premises for such corresponding Tax Yearextent due and payable during the Term, all real estate taxes and/or assessments, ad valorem taxes, general and special assessments and special benefit taxes. In the case of general or special assessments or special benefit taxes, Tenant may pay the same in installments over the longest period allowed by applicable law, and for each fraction of a Tax Year only those installments (or partial installments) attributable to installment periods (or partial periods) falling within the Term at of this Lease shall be included in Real Estate Taxes. Real Estate Taxes shall not include any increases in Real Estate Taxes arising out of the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product transfer of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable title to the Premises for the Tax Year in which said fraction occursPremises, income, transfer, sales or excise taxes. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step institute tax reduction or other proceedings to challenge Real Estate Taxes or reduce the assessed value of the abatement processPremises and improvements thereon, includingand Landlord shall cooperate with any such contest, without limitation, Landlord's right appeal or proceeding. Should any Real Estate Taxes relate to approve or be payable over a period of time which encompasses all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives or a portion of the Town Term and either precedes or succeeds the Term, Tenant shall pay a pro rata share thereof based upon the portion of Bedfordsuch Taxes due and payable during the Term. In addition, payments by Tenant Landlord covenants and agrees that if there shall be any refunds or rebates on account of Landlord's Tax Expenses Allocable any tax, governmental imposition or levy paid by Tenant under the provisions of this Lease, such refund or rebate shall belong to the Premises anticipated Tenant. Any such refunds or rebates received by Landlord shall be held in trust for the then current year benefit of Tenant and shall be made monthly at the time and in the fashion herein provided for forthwith paid to Tenant. Landlord shall, on request of Tenant, sign any receipt which may be necessary to secure the payment of fixed rent. The amount so any such refund or rebate, and shall pay over to be paid to Landlord shall be an amount reasonably estimated Tenant such refund or rebate as received by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within the TermAll Real Estate Taxes and assessments which shall be validly levied, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to assessed or imposed upon the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within during the Lease Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of be paid by Tenant. Real Estate Taxes shall specifically exclude; (i) such Applicable fraction income, profits, intangible, documentary stamp, transfer, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes or taxes substituted for or in lieu of a Tax Year and the foregoing exclusions; (ii) any assessment or additional tax associated with either a change in ownership of the Landlord's Tax Expenses Allocable Elm Road Medical Campus or the further improvement of the Elm Road Medical Campus (including but not limited to widening of exterior roads, the installation of or hook up to sewer lines, sanitary and storm drainage systems and other utility lines and installations), (iii) taxes on rents, gross receipts or revenues of Landlord from the Premises; and (iv) any penalties, late charges or the like attributable to the Premises late payment by Landlord of Real Estate Taxes or Landlord’s delay in delivering the Real Estate Tax bxxx to Tenant for payment, and (v) assessments and taxes based on the Tax Year assessed valuation of land not improved with commercial buildings or Common Areas Real Estate Taxes shall reflect any discount available to Landlord by prompt payment of such tax bxxx regardless of whether such prompt payment is actually made but only so long as Tenant shall have made its contribution within the applicable discount period. Landlord agrees to use best efforts to cause any new construction in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable the Elm Road Medical Campus to be assessed separately from the Premises are determined and/or the existing Elm Road Medical Campus. Tenant’s Real Estate Taxes for the first such Tax Lease Year or fraction thereof of the Lease Term are estimated to be One Hundred Seventy Five Thousand Eight Hundred Seventy Three and for each succeeding Tax Year or fraction thereof during 60/100 Dollars ($175,873,60) ($3.83 per square foot of the Term, Landlord Premises). Tenant shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for have the preceding year or fraction thereof, as the case may be, exclusive right to contest and appeal all real estate taxes on and assessments against the Buildings Premises during the term of this Lease and Landlord hereby agrees to cooperate and assist Tenant in any such contest and appeal including but not limited to the Site and abatements and refunds execution of any documents necessary to prosecute any contest or appeal of real estate taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any all refunds and/or rebates applicable to real estate taxes and assessments paid by Tenant pursuant to this Lease and Landlord agrees to pay said refund received or reduction obtained by Landlord rebate to Tenant to the extent allocable to the Term of this Lease. Tenant's entitlement to such said refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, rebate is granted or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account form of such installments. Terms used herein are defined as follows:cash or credit.

Real Estate Taxes. For each Tax Year falling within Tenant, at its sole cost and expense, shall pay when due all ad valorem general real estate taxes, betterment or other assessments and transit taxes (collectively, "Impositions") which are assessed against, levied, imposed upon, become a lien or become due and payable with respect to or upon the Demised Premises, and no other property, and which first become due and payable, or any installments thereof which become due and payable, on and after the Commencement Date and during the Lease Term, . Tenant shall pay to Landlord, as Additional Rent, provide Landlord with copies of all receipts received in connection with the Landlord's Tax Expenses Allocable to the Premises for payment of such corresponding Tax Year, taxes and for each fraction of a Tax Year falling assessments within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of twenty (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (9020) days after Landlord's Tax Expenses Allocable request prior to the date interest or penalties on such taxes and assessments would be imposed. Tenant shall have the right, at its sole cost and expense and in good faith, to contest the amount or validity of any such Imposition payable by Tenant under the terms of this Lease, provided, however, that if at any time payment of any such Imposition shall become necessary to prevent the tax sale of the Demised Premises are determined for or any portion thereof because of nonpayment, then Tenant shall pay the first same in sufficient time to prevent such Tax Year sale. Landlord shall join, at Tenant's sole cost and expense, in any proceedings referred to above, and hereby agrees that the same may be brought in its name, if the provisions of any law, rule or fraction thereof regulations at the time, in effect shall require that such proceedings be brought by and/or in the name of Landlord or any owner of the Demised Premises. Tenant shall be entitled to any refund of any Impositions, and for each succeeding Tax Year all penalties or fraction thereof during the Terminterest thereon, received by Landlord which shall have been paid by Tenant, or which shall have been paid by Landlord but previously reimbursed in full by Tenant. Provided that no Event of Default shall have occurred and be continuing, Landlord shall render not, without Tenant's prior approval, make or agree to any settlement, compromise or other disposition of any such proceedings or discontinue or withdraw any such proceedings or accept any refund or other adjustment of or credit for any Imposition as a result of any such proceedings. Landlord hereby appoints Tenant a statement in reasonable detail certified by a representative the attorney-in-fact of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds purpose of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement making all payments to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid made by Tenant as Additional Rentpursuant to any of the provisions of this Lease to persons or entities other than Landlord. Notwithstanding anything to the contrary contained in this Lease, and the amount of real estate taxes remaining due fromif, or overpaid by, Tenant for the year or other period covered by the statement. Within not later than thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant prior to the above provisions final date for contesting the validity or amount of this Section 2.7 any real estate taxes and assessments with respect to the preceding Tax last Lease Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, thenLease Term, Tenant shall be entitled not have advised Landlord that Tenant intends to receive its proportionate share conduct such contest, Landlord will have the right (but not the obligation) to contest the validity and/or amount of such Impositions for the last Lease Year of the net amount of any refund received or reduction obtained by Landlord to Lease Term without the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request consent of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, but at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own sole cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:expense.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable all real estate taxes and assessments relating to the Premises for (referred to collectively in this paragraph as "taxes") directly to the appropriate taxing authorities on or prior to the date such corresponding Tax Yeartaxes are due, and for each fraction shall provide written evidence of a Tax Year falling payment to Landlord within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date such payment. Landlord agrees to notify Tenant of delivery any substantial increase in taxes within fifteen (15) days after receipt of the foregoing statementtax xxxx or other evidence of any increase or proposed increase in taxes, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the absolute right (unless Landlord shall in good faith agree to be involved contest such tax increase) to contest or resist, in each step good faith and by appropriate proceedings, such increased taxes, or to contest the validity of the abatement processamount or rate of any increase or proposed increase in the taxes, including, without limitation, Landlord's right or any factor used in the calculation or determination of any increase or proposed increase in taxes. Landlord agrees to approve render to Tenant all filings assistance reasonably necessary in connection with such abatement proceedings (such approval not therewith. Landlord further agrees to be unreasonably withheld) and make reasonable efforts to have the right to attend taxing authority send all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to tax bills for the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so directly to be paid Tenant; however, if Landlord is unsuccessful, Landlord will forward each such tax xxxx to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least Tenant within ten (10) days of Landlord's receipt thereof. Without limiting the preceding sentence, Landlord also agrees to forward to Tenant promptly all documents, correspondence, notices and other materials received by Landlord and relating in any way to the taxes applicable to the Premises. Any rebates, refunds or abatements of taxes received by Landlord subsequent to payment of the taxes applicable to the Premises by Tenant shall be refunded to Tenant within ten (10) days of receipt thereof by Landlord. The taxes applicable to the Premises for any partial tax years at the beginning and end of the Term shall be prorated so that Tenant, in its capacity as a tenant, pays only that portion allocable to that portion of the tax year falling within the Term. With respect to any taxes applicable to the Premises accruing prior to the Commencement Date of this Lease, Tenant, in its capacity as then owner of the Premises, shall be obligated to pay all such real estate taxes and assessments on or before the day on which date that any such payments by Landlord would taxes or assessments become delinquent. To With respect to any taxes applicable to the extent that Premises accruing after the end of the Term, all such real estate taxes and assessments shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account obligation of such installments. Terms used herein are defined as follows:Landlord.

Real Estate Taxes. Tenant shall pay Tenant's Proportionate Share (as hereinafter defined) of any real estate taxes imposed upon the Shopping Center for each Lease Year included within the period commencing with the Commencement Date and ending with the expiration of the initial and any renewal term of this Lease. For each Tax Year falling within Lease Year, "Tenant's Proportionate Share" of the Termreal estate taxes upon the Shopping Center (including the Common Area) shall be the product of such taxes multiplied by a fraction, the numerator of which shall be the ground floor area, (expressed in square feet) in the Demised Premises and the denominator of which shall be the gross floor area (expressed in square feet) of all buildings in the Shopping Center. For the purpose of this Lease, the term "real estate taxes" shall include any special assessments, water and sewer rents and other governmental impositions imposed upon or against the Shopping Center of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen and unforeseen and each and every installment thereof, which shall or may during the lease term be levied, assessed or imposed upon or against such Shopping Center. Notwithstanding any provision of this Lease to the contrary, Tenant shall not be obligated to pay to Landlord, as Additional Rent, for any assessment for special improvements heretofore installed or in the Landlord's Tax Expenses Allocable to process of installation in connection with the Premises for such corresponding Tax Yearinitial development of the Shopping Center, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall Landlord hereby agrees to pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurssame. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, The real estate taxes on the Buildings and the Site and abatements and refunds of for any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant Lease Year shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already for the tax year terminating during said Lease Year. If any Lease Year shall be greater than or less than twelve (12) months, or if the real estate tax year shall be changed, an appropriate adjustment shall be made. If there shall be more than one taxing authority, the real estate taxes for any period shall be the sum of the real estate taxes for said period attributable to each taxing authority. If, upon the assessment day for real estate taxes for any tax year fully or partly included within the term of this Lease, a portion of such assessment shall be attributable to buildings in the process of construction, a fair and reasonable adjustment shall be made to carry out the intent of the parties. Landlord shall submit to Tenant true copies of the real estate tax xxxx for each tax year or portion of a tax year included within the term of this Lease and shall xxxx Tenant for any amount that may be payable by Tenant. Said xxxx shall be accompanied by a computation of the amount payable by Tenant and such amount shall be paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within within thirty (30) days after receipt of said xxxx. Should the date State of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year Ohio or fraction any political subdivision thereof or any governmental authority having jurisdiction thereof, impose a tax and/or assessment (other than an income or Landlord shall credit any amounts due from it to Tenant pursuant to franchise tax) upon or against the provisions rentals payable hereunder, in lieu of this Section 2.7 assessments levied or assessed against (x) monthly installments of fixed rent next thereafter coming due the Demised Premises, or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own nameShopping Center, or in Landlord's nameaddition thereto, at their own cost (subject such tax and/or assessment shall be deemed to such tenants' right to recover such costs constitute a tax on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment purpose of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:this section.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay pay, directly to Landlord, as Additional Rentthe authority charged with collection thereof, the Landlord's Tax Expenses Allocable full amount of all taxes levied or assessed after the Rent Commencement Date by the municipality or any governmental authority having jurisdiction of the Premises, for or in respect of the Premises or which may become a lien on the Premises, for each tax period wholly included in the Rent Period and, if exercised, the Extension Terms, all such payments to be made not less than five (5) days prior to the Premises last date on which the same may be paid without interest or penalty or fifteen (15) days after Xxxxxx’s receipt of the tax bill, whichever is later. Landlord shall promptly furnish Tenant with copies of all bills for taxes levied or assessed after the Rent Commencement Date, and, unless prohibited from doing so by any mortgagee of the Premises, shall request such corresponding Tax Year, and municipality or governmental authority to send all bills for each taxes directly to Tenant. With respect to any fraction of a Tax Year falling within tax period included in the Term Rent Period or, if exercised, the Extension Terms, at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of within fifteen (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (9015) days after Landlord's Tax Expenses Allocable receipt of a reasonably detailed invoice therefor, the fraction of taxes so levied or assessed or becoming payable which is allocable to such included period. Tenant shall promptly furnish Landlord with reasonable evidence of each such payment. If Tenant shall deem itself aggrieved by any such tax or charge and shall elect to contest the Premises are determined for the first such Tax Year payment thereof or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction seek abatement thereof, as the case Tenant may bemake such payment under protest. Either party paying any tax shall be entitled to recover, real estate taxes on the Buildings receive and the Site and retain for its own benefit all abatements and refunds of such tax, unless it has previously been reimbursed by the other party. Neither party shall discontinue any taxes abatement proceedings begun by it without first giving the other party written notice of its intent so to do and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement reasonable opportunity to be rendered substituted in such proceedings. Nothing contained in this Lease shall, however, require Tenant to Tenant shall also show for pay any franchise, corporate, income, estate, inheritance, succession, capital levy or transfer tax of Landlord, or any income, profits or revenue tax or charge upon the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid rent payable by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended Lease, unless and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements that said tax is in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement lieu of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within Prior to the Effective Date, Landlord shall make a mailing address change on the property tax records so that the tax xxxx and tax notices for the Premises will be mailed to Tenant at the address provided at Article 24. During the Term, Tenant shall pay directly to Landlord, as Additional Rentthe taxing authority on or before the due date, the Landlord's Tax Expenses Allocable “Real Estate Taxes affecting the Premises and the improvements thereon as they exist from time to time. Landlord shall promptly, upon receipt, provide the tax bills for the Premises and Premises Improvements to Tenant. “Real Estate Taxes” shall mean, to the Premises for such corresponding Tax Yearextent due and payable during the Term, all real estate taxes and/or assessments, ad valorem taxes, general and special assessments and special benefit taxes. In the case of general or special assessments or special benefit taxes, Tenant may pay the same in installments over the longest period allowed by applicable law, and for each fraction of a Tax Year only those installments (or partial installments) attributable to installment periods (or partial periods) falling within the Term at of this Lease shall be included in Real Estate Taxes. Real Estate Taxes shall not include any increases in Real Estate Taxes arising out of the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product transfer of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable title to the Premises for the Tax Year in which said fraction occursPremises, income, transfer, sales or excise taxes. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step institute tax reduction or other proceedings to challenge Real Estate Taxes or reduce the assessed value of the abatement processPremises and improvements thereon, includingand Landlord shall cooperate with any such contest, without limitation, Landlord's right appeal or proceeding. Should any Real Estate Taxes relate to approve or be payable over a period of time which encompasses all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives or a portion of the Town Term and either precedes or succeeds the Term, Tenant shall pay a pro rata share thereof based upon the portion of Bedfordsuch Taxes due and payable during the Term. In addition, payments by Tenant Landlord covenants and agrees that if there shall be any refunds or rebates on account of Landlord's Tax Expenses Allocable any tax, governmental imposition or levy paid by Tenant under the provisions of this Lease, such refund or rebate shall belong to the Premises anticipated Tenant. Any such refunds or rebates received by Landlord shall be held in trust for the then current year benefit of Tenant and shall be made monthly at the time and in the fashion herein provided for forthwith paid to Tenant. Landlord shall, on request of Tenant, sign any receipt which may be necessary to secure the payment of fixed rent. The amount so any such refund or rebate, and shall pay over to be paid to Landlord shall be an amount reasonably estimated Tenant such refund or rebate as received by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within Commencing as of the Commencement Date and continuing thereafter throughout the remainder of the Lease Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's with respect to any full Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each Year or fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional RentTerm, the product amount of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's ’s Tax Expenses Allocable to the Premises for (“Tenant’s Tax Payment”). Tenant’s obligations to pay Landlord’s Tax Expenses Allocable to the Premises with respect to the Tax Year Years in which said fraction occursthe Commencement Date occurs and the termination of the Lease Term occurs shall be pro-rated based upon the ratio of the portion of such Tax Years which occur during the Lease Term to the total length of such Tax Year. Not later than ninety (90) days after Landlord's ’s Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord (the “Tax Expense Statement”) showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings Building and the Site and abatements and refunds of any taxes and assessments. At Tenant’s request, Landlord shall furnish Tenant with copies of the municipal tax bills used to prepare the Tax Expense Statement. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (xi) monthly installments of fixed rent next thereafter coming due or (yii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In Only Landlord shall have the event Landlord succeeds in obtaining a right to institute tax reduction of such or other proceedings to reduce real estate taxes, rates taxes or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share the valuation of the net amount of any refund received or reduction obtained by Landlord Building and the Site. Notwithstanding the foregoing, to the extent allocable to the Term permissible by law and provided that (i) this Lease is in full force and effect, (ii) no monetary or other material Event of Default has occurred and is continuing under this Lease. , (iii) Tenant shall not have assigned its interest in this Lease (other than to a Permitted Transferee), and (iv) Tenant and/or a Permitted Transferee shall be directly leasing (which shall include any permitted sublease or assignment under this Lease) the Building in its entirety and subject to Tenant's entitlement to such refund amount shall survive the expiration ’s payment of the Term. Abatement Expenses in accordance with this Section 2.7, Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow within the applicable statutory timeframes for initiating such tenants to apply for abatements in their own nameproceedings, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then provided that Tenant has provided Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not notice reasonably prior to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and expiration of any applicable statutory period for filing the representatives of the Town of Bedfordappeal. In addition, payments by Tenant on account of Landlord's Tenant’s Tax Expenses Allocable to the Premises anticipated Payment for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tenant’s Tax Expenses Allocable to the PremisesPayment, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:

Real Estate Taxes. For each Tax Year falling within A. Effective as of the TermCommencement Date, Tenant shall agrees to pay in addition to Landlordbase rent as additional rent during the term of this lease and any and all renewals, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Yearextensions, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlordmodifications hereof Tenant's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds proportionate share of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such all real estate taxes, rates school taxes, village taxes, public and governmental charges and assessments, all costs, expenses and attorneys fees incurred by Owner in contesting Real Estate Taxes (Owner having the sole authority to conduct such a contest or assessments with respect to a real estate tax fiscal year enter into such negotiations) as to any of same and all sewer and other taxes and charges (collectively the "Real Estate Taxes") assessed against BSP (Tax Lots Sec. 4 Sheet 03, Lots P, P, P105 and P4B and Sec. 4 Sheet 7 Lot P 89), which Tenant contributed are subject to increase whether the increase in taxation results from a higher tax rate or an increase in the assessed valuation of the said property or the imposition of a special assessment against the property ("Tenant's share of Landlord's Tax Expenses, then, Tenant Contribution"). All such payments shall be entitled to receive its proportionate share of appropriately pro-rated for any partial tax year occurring during the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Leaseterm hereof. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord Contribution shall be an amount reasonably estimated equal to the product obtained by multiplying the entire amount of Real Estate Taxes by a fraction, the numerator shall be the square footage of the Demised Premises and the denominator shall be the square footage (including the Demised Premises) of BSP. Landlord represents, warrants and covenants that, for purpose of calculating Tenant's Tax Contribution, Tenant's floor area and the floor area of the Building shall be measured in a consistent manner such that the total share of all tenants of the Building for purpose of calculating the foregoing expenses does not exceed 100%. Notwithstanding anything contained herein to the contrary, costs and fees incurred by Landlord in connection with seeking reductions in or refunds of Real Estate Taxes, including any costs incurred by Landlord to challenge the valuation of the Building, may only be sufficient to provide Landlord, included in "Real Estate Taxes" in the aggregate, event Landlord actually receives a sum equal to Landlord's Tax Expenses Allocable to refund or reduction of Real Estate Taxes in excess of the Premises, at least ten (10) days before the day on which costs and fees incurred in seeking such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account refund reduction of such installments. Terms used herein are defined as follows:Real Estate Taxes.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable Except to the Premises for such corresponding Tax Year, and for each fraction extent of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall obligation of Grantee to pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes with respect to portions of the Grantor Property as provided in the Grantee Lease and except to the extent Grantor, without subjecting the Grantor Property or any part thereof to forfeiture, is diligently and continuously contesting such taxes in good faith, Grantor shall pay, on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of due date thereof, all real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining assessments due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery and payable in respect of the foregoing statementGrantor Property, Tenant shall pay to Landlord including the balance of the amounts, if any, required to be paid pursuant areas subject to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord)Grantee Easements. In the event Landlord succeeds that Grantor shall be delinquent in obtaining a reduction the payment of such real estate taxestaxes and/or assessments, rates or assessments Grantee shall have the right, upon and after the expiration of fifteen (15) days prior notice to Grantor, to cure any default of Grantor with respect to a real estate tax fiscal year as its obligations to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of pay real estate taxes or and assessments and any penalties and interest thereon; and in the event of any such payment(s) by Grantee, then Grantee shall have the right of reimbursement upon demand, with interest at the Prime Rate plus four percent (ii4%) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis per annum from the abatement proceedsapplicable payment dates, if any). If such tenants apply for an abatement of real estate taxesfrom Grantor, then Landlord and, without limitation, Grantee shall have the right to offset the same against any and all amount of any nature which may be involved due from Grantee to Grantor (whether arising under this Agreement or otherwise), and Grantee shall have a lien upon the Grantor Property in each step the amount so paid by Grantee, with such interest at the Prime Rate plus four percent (4%) per annum and Grantee's reasonable attorneys' fees, for all amounts not promptly reimbursed or offset. Grantor shall provide to Grantee promptly upon receipt thereof from the taxing authority, copies of any notice of default in payment of any tax or assessment with respect to the abatement processGrantor Property. The lien allowed to Grantee under this Paragraph shall have priority over all liens (other than a lien in favor of a governmental authority entitled to priority) then or thereafter placed upon the Grantor Property, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives any lien of the Town a deed of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:trust.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant Borrower shall pay and discharge, and shall cause its Subsidiaries and the Scandinavian Partnerships to Landlordpay and discharge, as Additional Rentand when due and payable, before any penalty attaches, all charges, impositions, levies, assessments and taxes (whether general, special or otherwise), water charges, sewer service charges and all other municipal or governmental charges, impositions, levies, assessments and taxes of any kind or nature that may be at any time levied, assessed or imposed upon or against any real property owned in fee by any Subsidiary or the Landlord's Tax Expenses Allocable Scandinavian Partnerships or in which any Subsidiary has a leasehold interest (but only to the Premises for extent Borrower or any Subsidiary is required to pay such corresponding Tax Yeartaxes in accordance with the terms of the lease), and for each fraction shall promptly deliver to Collateral Agent upon Collateral Agent’s request therefor, duplicate receipts evidencing payment thereof prior to delinquency. Notwithstanding anything to the contrary in the foregoing, Borrower may contest any tax imposed, assessed, levied or due with respect to or from said real property, by instituting and diligently and in good faith prosecuting by appropriate judicial proceedings the validity or amount of a Tax Year falling within the Term at the beginning tax, charge, imposition or end thereofassessment (said tax, Tenant shall pay charge, imposition or assessment being hereinafter referred to Landlord, in this Section as Additional Rent, the product of "impositions") if (i) the contest or decision relating thereto will not and cannot result in the forfeiture of said real property or the Subsidiary’s leasehold interest therein prior to or pending resolution of such Applicable fraction contest and the invalidity, forfeiture, loss of a Tax Year priority or unenforceability of Collateral Agent’s mortgage lien on said real property or the Subsidiary’s leasehold interest therein will not and cannot result from such contest or failure to pay such impositions, (ii) the Landlord's Tax Expenses Allocable no Event of Default shall exist hereunder, and (iii) prior to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof commencement and for each succeeding Tax Year or fraction thereof during the Termduration of such proceeding, Landlord Borrower shall render Tenant a statement maintain adequate reserves on account of the failure to pay such imposition and/or the contest of the amount and/or validity thereof in reasonable detail certified by a representative accordance with GAAP. Upon resolution of Landlord showing for such contest, Borrower shall promptly pay the impositions then due. If, at any time during the continuance of the contest described in the preceding year sentence, said real property or fraction thereofthe Subsidiary’s leasehold interest therein is, as in Collateral Agent’s reasonable determination, in imminent danger of being forfeited, lost or rendered invalid or unenforceable, then, in any of said events, Borrower shall, at Collateral Agent’s demand, use the case may beaforesaid reserve to pay such impositions and if such reserve is insufficient to pay in full the required payment, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant Borrower promptly shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and pay the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:insufficiency.

Real Estate Taxes. For each Tax Year falling within the TermIn addition to Base Rent payable by Tenant to Landlord pursuant to this Lease, Tenant shall pay to Landlordwhen due, as Additional Rent, the Landlord's Tax Expenses Allocable directly to the Premises applicable taxing authority, all Real Estate Taxes payable during the Lease Term. In the event that Landlord receives any xxxx for such corresponding Tax Year, and Real Estate Taxes for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Lease Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered immediately turn such xxxx over to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statementtimely payment. Within thirty (30) 30 days after the date of delivery of the foregoing statementLandlord’s written request therefor, Tenant shall pay deliver to Landlord satisfactory evidence that the balance installment or payment has been paid and discharged in full. Tenant shall receive the benefit of the amountsany refunds, if anyrebates, required abatements or reductions in any Real Estate Taxes (collectively, “Refund”) which are attributable to be paid pursuant any period for which Tenant is obligated to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord pay Real Estate Taxes under this Lease (Lease, whether or refund not such portion of Refund was actually applied or received during the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term term of this Lease. Tenant's entitlement to such refund amount shall survive The parties acknowledge that the expiration Premises may be the subject of a Community Reinvestment Area LEED Tax Exemption Agreement between the Term. Landlord willCity of Cincinnati and Landlord, upon the written request of Tenant(“CRA Agreement”), who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply which provides for an abatement of real estate property taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from under the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step terms of the abatement process, including, without limitation, Landlord's right CRA Agreement. Tenant agrees to approve complete and submit to the Landlord any reports of Tenant’s hiring and employment activities which Landlord is required to file under the CRA Agreement and Landlord agrees to comply with the CRA Agreement by timely filing any such reports and by complying with all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives other terms of the Town of Bedfordany CRA Agreement. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to event that Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:receives any Refund from any taxing

Real Estate Taxes. For each Tax Year falling ‌ . Tenant shall pay and discharge all Real Estate Taxes payable or accruing for all period(s) within the Term, Tenant shall before failure to pay creates a material risk to LandlordLandlord of forfeiture or penalty, subject however to Tenant’s right of Contest as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursthis Lease expressly provides. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show pay all interest and penalties any Government assesses for late payment of any Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (paid to Landlord by Tenant) in accordance with Xxxxxx’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable bill that Xxxxxxxx receives. In the preceding Tax Year or fraction thereof latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementCommencement Date, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 certain Real Estate Taxes are not payable with respect to the preceding Tax Year or fraction thereofPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, or Landlord shall credit fail to take any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against action (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right the failure to approve all filings cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of Equalization), which shall result in connection with the Premises becoming subject to such abatement proceedings Real Estate Taxes; (such approval c) Landlord covenants and agrees that it shall not take any action, or fail to be unreasonably withheldtake any action, which shall result in the Premises becoming subject to additional Real Estate Taxes; and (d) in the event that Landlord breaches the covenants in clauses (b) and the right to attend all meetings between Tenant (c) and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant Real Estate Taxes are imposed on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year as a result thereof, Landlord shall be made monthly at the time and in the fashion herein provided solely responsible for the payment of fixed rent. The amount so to be paid to Landlord such Real Estate Taxes and Tenant shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments have no liability or obligation hereunder with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:thereto.

Real Estate Taxes. For each Tenant shall reimburse Landlord for Tenant’s Percentage of all Taxes (“Tenant’s Tax Year falling within Payment”) attributable to any portion of the Termterm of this Lease, as Additional Rent. Tenant shall pay to Landlord, as Additional Rent on the first day of each calendar month during the term (commencing on the Rent Commencement Date) but otherwise in the manner provided for the payment of Fixed Rent, estimated payments on account of Tenant’s Tax Payment, such monthly amounts to be sufficient to provide Landlord by the Landlord's time Tax Expenses Allocable payments are payable without penalty or interest a sum equal to Tenant’s Percentage thereof, as reasonably estimated by Landlord from time to time but not more than once annually on account of Taxes for the Premises then current Tax year. Landlord shall give Tenant notice of such estimated amounts promptly following its determination thereof for each Lease Year. If the total of such monthly remittances is greater than Tenant’s Percentage of Taxes for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Termyear, Landlord shall render Tenant a statement in reasonable detail certified by a representative credit such overpayment against Tenant’s subsequent obligations on account of Landlord showing for Operating Costs and Taxes (or promptly refund such overpayment if the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions term of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligations to Landlord); if the total of such remittances is less than Tenant’s Percentage of Taxes for such Tax year, Tenant shall pay the difference to Landlord within thirty (30) days after being so notified by Landlord. If Landlord shall receive a refund of any portion of Taxes attributable to the term as a result of an abatement or reduction of such Taxes by legal proceedings, settlement or otherwise (without either party having any obligation to Landlordundertake any such proceedings), Landlord shall pay or credit to Tenant Tenant’s Percentage of the refund (after first deducting any reasonable expenses, including attorneys’, consultants’ and appraisers’ fees, incurred in connection with obtaining any such refund). In the event Landlord succeeds that the Rent Commencement Date shall occur or the term of this Lease shall expire or be terminated during any calendar year for which Operating Costs are being computed, then the amount of Operating Costs which may be payable by Tenant as provided in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant this subsection 4.2.1 shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs pro-rated on a first dollar daily basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant based on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the 360 day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:year.

Real Estate Taxes. For each If with respect to any full Tax Year or fraction of a Tax Year falling within the Term, Landlord’s Tax Expenses Allocable to the Premises as hereinafter defined for a full Tax Year exceed Base Taxes Allocable to the Premises, or for any such fraction of a Tax Year exceed the corresponding fraction of Base Taxes Allocable to the Premises then, on or before the thirtieth (30th) day following receipt by Tenant of the certified statement referred to below in this Section 2.7, then Tenant shall pay to Landlord, as Additional Rent, the Landlord's amount of such excess (“Tenant’s Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursPayment”). Not later than ninety (90) days after Landlord's ’s Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes Real Estate Taxes (as hereinafter defined) on the Buildings Building and the Site and abatements and refunds of any taxes and assessments. Expenditures Reasonable expenditures for legal fees and for other expenses reasonably incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax YearYear to the extent such costs were not already included in the calculation of Real Estate Taxes. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes Tenant’s Tax Payment already paid by Tenant as Additional Rent, and the amount of real estate taxes Tenant’s Tax Payment remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (xi) monthly installments of fixed rent next thereafter coming due or (yii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tenant’s Tax Expenses Allocable to the Premises Payment anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rentAnnual Fixed Rent, provided, however, in no event will Tenant have any obligation to make any payment of Tenant’s Tax Payment prior to July 1, 2010. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tenant’s Tax Expenses Allocable to the PremisesPayment, at least ten (10) days days, but not more than thirty (30) days, before the day on which such payments by Landlord would become delinquent. In no event shall Landlord be entitled to retain more than one hundred percent (100%) of the Landlord’s Tax Expenses (as defined below) actually paid or incurred by Landlord in any particular fiscal tax year. To the extent that real estate taxes Real Estate Taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:

Real Estate Taxes. For each Tax Year falling within the Term“Real Estate Taxes” shall include any form of real estate tax or assessment, Tenant shall pay to Landlordgeneral, as Additional Rentspecial, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Yearordinary or extraordinary, payments in lieu of taxes, and for each fraction any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed upon the Leased Premises or appurtenant land (or against Landlord’s business of a Tax Year falling within leasing the Term at Building) by any authority having the beginning direct or end thereofindirect power to tax, Tenant together with costs and expenses of contesting the validity or amount of Real Estate Taxes. If the property is not separately assessed, then Tenant’s liability shall pay to Landlord, as Additional Rent, be an equitable proportion of the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on for all of the Buildings land and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking improvements included within the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Yearparcel assessed. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction Landlord’s reasonable determination thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxesgood faith, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Leaseconclusive. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own nameits cost, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right at any time to seek a reduction in or otherwise contest any Real Estate Taxes for which it is obligated to reimburse Landlord by action or proceeding against the entity with authority to assess or impose the same. Landlord shall not be required to join in any such proceeding or action brought by Tenant unless the provisions of applicable Laws require that such proceeding or action be brought by or in the name of Landlord, in which event Landlord shall join in such proceeding or action or permit it to be involved brought in each step of the abatement processLandlord’s name, includingprovided that Tenant protect, without limitationindemnify, Landlord's right to approve all filings and hold Landlord free and harmless from and against any liability, cost or expense in connection with such abatement proceedings (proceeding or contest. Tenant shall continue, during the pendency of such approval not proceeding or action, to be unreasonably withheld) and pay the right Real Estate Taxes due as determined by Landlord pursuant to attend all meetings between this Section 3.02. If Tenant and its representatives and is successful in such action or proceeding, Landlord shall reimburse to Tenant the representatives of the Town of Bedford. In addition, payments reduction in Real Estate Taxes realized by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least such contest or proceeding within ten (10) days before after the day on which amount of such payments by Landlord would become delinquentreduction has been reimbursed to Landlord. To the extent that real estate taxes shall be payable Notwithstanding anything herein to the taxing authority contrary, in installments with respect no event shall Real Estate Taxes include any franchise, estate, gift, succession, inheritance, transfer, net income, or excess profits tax imposed upon Landlord, or any penalties or fees. Tenant shall pay, prior to periods less than a Tax Yeardelinquency, all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the foregoing statement Leased Premises or elsewhere. Tenant shall cause such trade fixtures, furniture, equipment and all other personal property to be rendered assessed and payments made on account of such installments. Terms used herein are defined as follows:billed separately from the Leased Premises.

Real Estate Taxes. For each Tax Year falling within Landlord agrees to pay all general and special taxes, assessments and governmental charges of any kind and nature whatsoever (hereinafter collectively referred to as “Taxes”) lawfully levied against the TermBuilding, the real property on which it is situated and the grounds, parking areas, driveways and alleys around the Building. Tenant shall pay to LandlordLandlord as additional rent upon demand at the time the bxxx for each installment for any tax year applicable to the Term (or any renewal or extension thereof) issues, Tenant’s Proportionate Share, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes set forth on the Buildings and Reference Page, of the Site and abatements and refunds amount of such taxes applicable to each installment less any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already monthly payments paid by Tenant as Additional Rentprovided below for such tax year. Prior to the actual determination of the Taxes for a calendar year, Landlord may, if it so elects and at any time or from time to time during said calendar year, estimate the amount of real estate taxes remaining due fromsuch Taxes. If, or overpaid byin the estimation of Landlord, such Taxes will exceed the previous year’s Taxes, Landlord shall give Tenant written notification of the amount of such estimated excess and Tenant agrees that it will increase its Monthly Installment of Rent subsequent to receipt of such written notification to include such excess. If the total Tenant actually paid for estimated Taxes pursuant to this Section is more than the year or other period covered by actual Tax, Landlord shall remit the statement. Within excess to Tenant within thirty (30) days after the date of delivery of the foregoing statementmaking of such determination or, at Landlord's election, credit such amount against the next Monthly Installments of Rent. In addition, Tenant shall pay to upon demand Tenant’s Proportionate Share of any reasonable fees, expenses and costs incurred by Landlord in protesting any assessments, levies or the balance tax rate. Taxes shall include the following by way of the amountsillustration, if anybut not limitation: Real estate taxes; any other such taxes, required to be paid pursuant to the above provisions of this Section 2.7 charges and assessments which are levied with respect to the preceding Tax Year Building, and any improvements, fixtures and equipment and all other property of Landlord, real or fraction thereofpersonal, located in the Building and used in connection with the operation of the Building and the land upon which they are situated including any payments to any ground lessor in reimbursement of tax payments made by such lessor; fees or Landlord shall credit assessments for any amounts due from it to Tenant pursuant governmental services to the provisions Building; service payments in lieu of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming taxes; dues or assessments payable to any property owners association due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion Landlord’s ownership of the over-payment as aforesaid if the Term has ended Building; water and Tenant has no further obligation sewer charges; and any gross receipts tax and/or any tax which shall be levied in addition to or in lieu of real estate, possessory interest or personal property taxes. Tenant, after prior written notice to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed and at Tenant's share of Landlord's Tax Expenses’s sole cost and expense, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step dispute by appeal any assessment of the abatement processaforementioned taxes. The Landlord may require that the Tenant deposit with Landlord a sum sufficient to pay the entire amount of any tax, includingcharge, without limitationassessment or levy so disputed, Landlord's right to approve plus potential interest and penalties. Tenant shall promptly pay and discharge all filings in connection with such abatement proceedings (such approval not amounts determined to be unreasonably withheld) and the right payable pursuant to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable such legal proceedings pertaining to the Premises anticipated for appeal. Landlord agrees to join in any such proceedings only if such joinder is necessary to the then current year prosecution thereof. The costs of such joinder shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:Tenant.

Real Estate Taxes. For each Tax Year falling within Commencing upon the TermBase Rent Commencement Date, Tenant shall pay to Landlordpay, as Additional Rentand when due, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such all real estate taxes, rates personal property taxes and other ad valorem and non ad valorem taxes, and any other levies, charges, local improvement rates, impositions and assessments whatsoever assessed or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expensescharged against the Premises, thenthe equipment and improvements therein contained, Tenant shall be entitled to receive its proportionate share of the net amount and including any amounts assessed or charged in substitution for or in lieu of any refund received such taxes (collectively, “Real Estate Taxes”), levied or reduction obtained assessed against the Premises by Landlord to any lawful authority for each calendar year or portion thereof during the extent allocable to period between the Term of this Lease. Tenant's entitlement to such refund amount shall survive Base Rent Commencement Date and the expiration of the Term. Landlord willshall request the tax assessor to send all xxxx(s) and any trim notice (i.e., upon notice of the written request assessed value of the Property of which the Premises is a part) for Real Estate Taxes directly to Tenant and Tenant agrees to be responsible to pay the Real Estate Taxes directly to the taxing authorities prior to any delinquency. If any Real Estate Taxes may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Real Estate Taxes), Tenant shall be required to pay only such installments as shall become due during the Term of this Lease. In the event that the tax xxxx(s) and/or trim notice are not sent by the taxing authorities directly to Tenant, who together Landlord shall provide Tenant with other tenants lease at least fifty (50%all such tax xxxx(s) of the Total Rentable Floor Area of the Complexand/or trim notice promptly upon Landlord’s receipt thereof. Any rebates, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own namerefunds, or in Landlord's name, at their own cost abatements of Real Estate Taxes received by Landlord subsequent to payment of Real Estate Taxes by Tenant shall be refunded to Tenant within thirty (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds30) days of receipt thereof by Landlord ((less, if anyLandlord contested such Real Estate Taxes at Tenant’s request, Landlord’s reasonable costs and expenses of procuring such rebate, refund, or abatement). Tenant shall provide Landlord with paid tax receipts or, if not available, other proof of payment reasonably acceptable to Landlord, on or before ten (10) business days before the date that the Real Estate Taxes would be deemed to be delinquent (i.e., the date that penalties would start to accrue). If such tenants apply for an abatement Tenant does not pay Real Estate Taxes and provide proof of real estate taxespayment by the aforesaid date, then Landlord Landlord, upon two (2) business days’ written notice, shall have the right to pay the Real Estate Taxes and Tenant shall reimburse Landlord within thirty (30) days of receipt of demand for payment by Landlord, with interest at the Default Interest Rate. Said Real Estate Taxes are to be involved in each step prorated for any partial Lease Year occurring at the beginning or end of the abatement process, including, without limitation, Landlord's right to approve all filings Term during the period in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:assesses Real Estate Taxes.

Real Estate Taxes. For each Tax Year falling within During the Termterm of this Ground Lease, Tenant shall will pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, all real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees , both general and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant special, which shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, become due and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 payable solely with respect to the preceding Tax Year Land during the term of this Ground Lease. If any such tax or fraction thereofassessment may, at the option of the taxpayer, be paid in installments, Tenant may exercise the option to pay the same in installments. If Tenant shall elect to pay any such tax or assessment on the installment basis, then Tenant will pay only those installments which become due and payable during the term of this Ground Lease. All real estate taxes and assessments that shall be assessed with respect to the fiscal tax years falling wholly or partially within the first and last calendar years of the term of this Ground Lease shall be apportioned pro rata between Landlord and Tenant on a per diem basis in accordance with the respective numbers of days in such fiscal tax years during which this Ground Lease is in effect. All real estate taxes and assessments which Tenant agrees to pay pursuant to this Ground Lease, and that are not paid when due, may be paid by Landlord, in which event such amount shall be reimbursed by Tenant to Landlord, on demand, and shall become additional rent hereunder, and shall accrue interest at the Overdue Rate from the date paid by Landlord. Tenant, at its expense, shall have the right to contest or review by legal, administrative or other proceedings the amount or validity of any such tax or assessment imposed against the Land. Nothing contained herein shall imply any right on the part of Tenant to postpone such payment unless such proceedings or security given shall stay the collection thereof and the sale of the Land to satisfy same. Landlord, at Tenant's request, shall join in any such proceedings, but Landlord shall credit not be liable for any amounts due expenses in connection therewith. The proceedings referred to herein shall include, but shall not be limited to, appropriate appeals from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due any judgments, decrees or (y) orders made in any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord)proceedings. In the event Landlord succeeds in obtaining a reduction of any reduction, cancellation or discharge of such real estate taxes, rates taxes or assessments as a result of such proceedings, and if Tenant had not already paid same, then Tenant will do so forthwith as they are finally levied, assessed or imposed. If there shall be any refund payable by the Governmental Authority with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, thenthereto, Tenant shall be entitled to receive its proportionate share of the net amount of and retain same. Nothing contained herein shall obligate Tenant to pay any refund received income, inheritance, estate, gift, succession, sales, use, revenue or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty transfer tax (50%or any substitution therefor) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own nameof, or in levied or assessed against Landlord's name; nor any other tax, at their own cost assessment, charge or levy (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then or any substitution therefor) against Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Yearor because of the rent and other income derived by Landlord under this Ground Lease; nor shall Tenant be deemed obligated to pay any personal property, the foregoing statement shall corporation, franchise, capital stock, payroll, excise, privilege or any other tax of similar nature (or any substitution therefor) which may be rendered and payments made on account of such installments. Terms used herein are defined as follows:levied or assessed against Landlord.

Real Estate Taxes. For each Tax Year falling Tenant shall pay and discharge all Real Estate Taxes payable or accruing for all period(s) within the Term, Tenant shall before failure to pay creates a material risk to LandlordLandlord of forfeiture or penalty, subject however to Tenant’s right of Contest as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursthis Lease expressly provides. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show pay all interest and penalties any Government assesses for late payment of any Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (paid to Landlord by Tenant) in accordance with Tenant’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable xxxx that Landlord receives. In the preceding Tax Year or fraction thereof latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementCommencement Date, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 certain Real Estate Taxes are not payable with respect to the preceding Tax Year or fraction thereofPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, or Landlord shall credit fail to take any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against action (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right the failure to approve all filings cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of Equalization), which shall result in connection with the Premises becoming subject to such abatement proceedings Real Estate Taxes; (such approval c) Landlord covenants and agrees that it shall not take any action, or fail to be unreasonably withheldtake any action, which shall result in the Premises becoming subject to additional Real Estate Taxes; and (d) in the event that Landlord breaches the covenants in clauses (b) and the right to attend all meetings between Tenant (c) and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant Real Estate Taxes are imposed on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year as a result thereof, Landlord shall be made monthly at the time and in the fashion herein provided solely responsible for the payment of fixed rent. The amount so to be paid to Landlord such Real Estate Taxes and Tenant shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments have no liability or obligation hereunder with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:thereto.

Real Estate Taxes. For each Tax Year falling within Pursuant to Article 33, beginning on the TermCommencement Date, Tenant shall pay to Landlordpay, as Additional Rentadditional monthly rent, 1/12 of all of the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on and installments of assessments (including interest thereon) attributable to the Buildings land and building of the Site leased premises, including the parking area and abatements any and refunds of all charges or fees imposed by any taxes and assessments. Expenditures City County or State, whether by special assessment or otherwise, for legal fees and for other expenses incurred in seeking the tax refund services rendered or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered in the future to or for the benefit of all or any part of the leased premises and which are due and payable during the term or any renewal term of this Lease Partial years shall be equitably prorated. Landlord shall have the right, if Landlord's future mortgagee so requires or if Tenant shall also show be in default with respect to any of the terms or conditions of this Lease, to call for the preceding Tax Year or fraction thereof as the case may be the amounts of Tenant to escrow such real estate taxes already paid by Tenant as Additional Rent, and special assessments and insurance premiums in advance on a monthly basis. Landlord reserves the amount of right to appeal and abate the real estate taxes remaining due from, and payable during any year during txx xxrm or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions terms of this Section 2.7 Lease and if any such real estate taxes are reduced, Tenant's obligation shall only be with respect to the preceding Tax Year actual amount so determined (plus reasonable attorneys' fees and costs incurred in so appealing or fraction thereofabating), or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord)shall receive a rebate from Landlord of any amount in excess thereof. In the event If Landlord succeeds in obtaining a reduction of such does not contest real estate taxes, rates after first consulting with Landlord and receiving Landlord's consent and approval, which shall not be unreasonably withheld, Tenant shall have the right, at its own expense and in its own name, or assessments Landlord's name, to contest any such real estate taxes and seek to appeal or abate real estate taxes due and payable during any year of the term xx xxis lease, by appropriate proceedings diligently conducted in good faith, but only after payment of such amount and/or item in question unless said payment would operate as a bar to such contest or appeal or interfere materially with the prosecution thereof. Upon final determination of any such proceedings, Tenant shall immediately pay any amount plus interest, fees, penalties or other liability in connection therewith as finally determined in such proceedings to be due. If real estate taxes paid or to be paid by Tenant are reduced or increased, Tenant's obligation shall only be with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expensesthe actual amount so determined, then, and Tenant shall be entitled to receive its proportionate share of the net amount an equitable a rebate from Landlord of any refund received or reduction obtained by Landlord to the extent allocable to the Term amount in excess of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of said reduced real estate taxes and costs incurred in appealing or (ii) allow abating or shall pay the increased amount of such tenants to apply for abatements taxes if they are increased together with the costs incurred in their own name, appealing or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any)abating. If such tenants apply for an abatement of real estate taxes, then Landlord shall have at its own expense (which shall not be charged to Tenant as part of Operating Expenses (defined below) complete the right to be involved in each step of ongoing tax abatement action it has commenced for the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable building prior to the Premises anticipated for the then current year shall be made monthly at the time and date hereof in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:Hennepin County.

Real Estate Taxes. For each Tax Year falling within Section 5.2(b) of the TermLease is amended and restated in full as follows: “Landlord may institute proceedings to reduce the assessed valuation of the Property or a portion thereof and, if Landlord fails to do so, Tenant shall pay may do so at Tenant’s discretion, upon written notice to Landlord, as Additional Rentwhereby Landlord may then elect at Landlord’s sole discretion to institute or substitute for Tenant in such proceedings or permit Tenant to continue with the proceedings. Landlord shall provide Tenant with a copy of any notices regarding assessments promptly upon receipt of same. Each party shall cooperate with the other in any such proceeding. If Landlord receives a refund of Taxes for any Comparison Year and provided that no Event of Default has occurred and is continuing, Landlord shall, at its election, either pay to Tenant, or credit against subsequent payments of Rent due hereunder, an amount equal to Tenant’s Proportionate Share of the Landlord's refund, net of any expenses incurred by Landlord in achieving such refund, which amount shall not exceed Tenant’s Tax Expenses Allocable to the Premises Payment paid for such corresponding Tax Comparison Year. Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Taxes or the assessed valuation of the Property or any portion thereof. If Tenant initiates any such action, and for each fraction the assessed valuation of a Tax Year falling within the Term at the beginning or end thereofBuilding is reduced, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other Tenant’s expenses incurred in seeking reducing such Taxes shall be borne by Landlord, but any and all Tenant expenses to be borne by Landlord are capped at the tax refund actual reduction in Taxes on an annual basis. The benefit of any exemption or abatement may be charged against relating to all or any part of the tax refund Property shall accrue to the benefit of Landlord, except that, if and to the extent that any Tax exemption or abatement before is applicable to the adjustments are made for Property or any portion thereof in the Tax Base Year. Said statement , then the Taxes shall be deemed to be rendered “grossed up” to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, Taxes the Landlord would have paid without such exception or overpaid by, Tenant for the year or other period covered by the statementabatement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amountsFurther, if any, required to be paid pursuant to such Taxes are so grossed up on the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Base Year, the foregoing statement Taxes shall be rendered and payments made on deemed to be grossed upon in any Comparison Year to which the same exception or abatement is applicable. Any exemption or abatement in any Comparison Year, but not in the Base Year, shall be taken into account of in calculating the Taxes in such installments. Terms used herein are defined as follows:Comparison Year”.

Real Estate Taxes. For Tenant shall pay Landlord the annual real estate taxes and assessments ("Real Estate Taxes") assessed and levied against the Premises, on the first (1st) day of each Tax Year falling within month, in advance, in a sum equal to 1/12th of the Termannual real estate taxes and assessments due and payable for the then calendar year. If at a time a payment is required the amount of the Real Estate Taxes for the then calendar year shall not be known, Tenant shall pay to Landlord, as Additional Rent, Landlord 1/12th of the Landlord's Tax Expenses Allocable to Real Estate Taxes for the Premises preceding calendar year; and upon ascertaining the Real Estate Taxes for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereofcurrent calendar year, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due fromdifference upon demand, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share a credit, Landlord shall credit the excess against the next monthly installment(s) of Real Estate Taxes falling due. Real Estate Taxes payable for the first and last years of the net lease term shall be adjusted and pro rated, so that Landlord shall be responsible for Landlord's pro rated share for the period prior to and subsequent to the lease term and Tenant shall pay Landlord its pro rated share for the lease term. Provided this Lease is not previously cancelled or terminated, and there shall be no Event of Default, or an event that with the giving of notice or the lapse of time, or both, would constitute an Event of Default, then Tenant shall have the right to contest the amount or validity of any refund received Real Estate Taxes assessed and levied against the Premises, or to seek a reduction obtained by Landlord to in the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration valuation of the Termbuilding on the Premises assessed for real estate tax purposes, by appropriate proceedings diligently conducted in good faith (the "Tax Appeal"), but only after payment of such taxes and assessments. Except as set forth below, Landlord willshall not be required to join in any Tax Appeal. If required by law, Landlord shall, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of join in the Total Rentable Floor Area of Tax Appeal or permit the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants Tax Appeal to apply for abatements in their own name, or be brought in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then and Landlord shall have reasonably cooperate with Tenant, at the right to be involved cost and expense of Tenant. Tenant shall pay any increase that may result in each step Real Estate Taxes as a consequence of the abatement processTax Appeal, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and which payment obligations shall survive the right to attend all meetings between Tenant and its representatives and the representatives expiration or earlier termination of the Town of Bedfordthis Lease. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated Landlord estimates that Real Estate Taxes for the then current 2005 calendar year shall will be made monthly at the time Fifteen Thousand One Hundred and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten 00/100 Dollars (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:$15,100.00).

Real Estate Taxes. For each Tax Year falling within the Term, Tenant Lessee shall pay to Landlord, reimburse Lessor as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises additional rent for such corresponding Tax Year, and for each fraction its proportionate share of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year any increase in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, Lessor’s annual real estate taxes on regardless of the Buildings and the Site and abatements and refunds cause of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the such tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and increase over the amount of real estate such taxes remaining paid by Lessor in the year 2009. Lessee’s liability herein shall begin with the payment due from, or overpaid by, Tenant for the taxes paid in 2010 and thereafter for the taxes paid for the entire calendar year in the May and November installments, continuing each year thereafter so long as the Lessee, its successor or other period covered by assigns, remains in the statementsubject premises, including any lease renewals or holdovers. Within Lessee’s proportionate share shall be based on the square footage of the demised premises to the total square footage of the Firehouse Complex. Lessee’s proportionate share is subject to change upon change in total square footage of the complex. The Lessee’s obligation, pursuant to this section shall become due and payable within thirty (30) days after when billed upon the date submission to Lessee by Lessor consisting of delivery a statement showing the computations upon which Lessee’s payment obligation is based, together with photostatic copies of all applicable tax bills. In regard to any change in the assessment, Lessor agrees to give Lessee written notice of the foregoing statementproposed tax assessments, Tenant shall pay to Landlord the balance of the amountswhether tentative or final, if any, required levied or proposed to be paid pursuant levied against the building and common facilities from time to the above provisions time, promptly after receipt by Lessor of this Section 2.7 with respect notice thereof. If Lessor elects not to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund contest such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant Lessor shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complexpromptly notify Lessee thereof and thereafter Lessee, at Landlord's election either its option and expense (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment name of fixed rentLessor, if applicable law requires), may appropriately proceed to contest in good faith such taxes. The amount so to be paid to Landlord Lessor shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, cooperate with Lessee in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:contest.

Real Estate Taxes. For each Tax Year falling within the Term, 5.1 Tenant shall pay to Landlordpay, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within all Real Estate Taxes payable during the Term at the beginning or end thereof, Tenant shall pay to of this Lease in accordance with this Section 5. Landlord, as Additional Rentat Landlord’s option, the product of shall either (i) pay such Applicable fraction Real Estate Taxes accruing during the Term of a Tax Year and (ii) the Landlord's Tax Expenses Allocable this Lease directly to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable taxing authority on or prior to the Premises are determined for the first such Tax Year or fraction thereof date due and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within reimburse Landlord therefor within thirty (30) days after the date receipt of delivery a xxxx therefor from Landlord, which xxxx shall be accompanied by a copy of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as xxxx to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes it relates or (ii) allow xxxx Tenant in advance for such tenants Real Estate Taxes by delivering to apply for abatements Tenant a written notice therefor together with a copy of the tax xxxx to which it relates at least forty five (45) days prior to the date that such Real Estate Taxes will become delinquent, in their own namewhich case Tenant shall make payment to Landlord of the full amount of Real Estate Taxes shown in such xxxx within thirty (30) days following receipt of such notice and xxxx from Landlord or fifteen (15) days prior to the date that such taxes will become delinquent, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any)whichever is later. If such tenants apply for an abatement of real estate taxes, then Landlord shall have take the right benefit of any statute or ordinance permitting Real Estate Taxes to be involved paid in each step of the abatement processinstallments, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year required hereunder shall be made monthly at the time and in the fashion herein provided for the payment of fixed rentsuch installments. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide responsible for any interest or penalty resulting from Landlord, ’s delay in the aggregate, a sum equal to billing Tenant or Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable ’s delay in paying Real Estate Taxes to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement authority; Tenant shall be rendered and payments made on account responsible for any interest or penalty resulting from Tenant’s failure to make payment of such installments. Terms used herein are defined Real Estate Taxes to Landlord or the applicable taxing authority as follows:the case may be in accordance with the deadlines for payment set forth in this Section 5.1.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the real estate taxes and assessments ("Real Estate Taxes") levied against the Premises paid by Landlord. Real Estate Taxes shall include all real property taxes and assessments levied against the Premises by any governmental or quasi-governmental authority, including any taxes, assessments, surcharges, or service or other fees of a nature not presently in effect which shall hereafter be levied on the Project as a result of the use, ownership or operation of the Project or for any other reason, whether in lieu of or in addition to any current real estate taxes and assessments; provided, however, that any taxes which shall be levied on the rentals of the Building shall be determined as if the Building were Landlord's Tax Expenses Allocable only property and provided further, that in no event shall the term Real Estate Taxes include any federal, state or local income taxes levied or assessed on landlord, unless such taxes are a specific substitute for real property taxes; such term shall, however, include gross taxes on rental and expenses incurred by Landlord for tax consultants and in contesting the amount or validity of any Real Estate Taxes. Assessments shall include any and all so-called special assessments, license tax, business license fee, business license tax, commercial rental tax, levy, charge or tax imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, water, drainage other improvement or special district thereof, against the Project, or any part thereof, or against any legal or equitable interest of Landlord therein. For the purposes of this Lease, any special assessment shall be deemed payable in such number of installments as if actually paid. Landlord shall give Tenant written notice of the amount of Tenant's liability for payment of taxes and assessments hereunder on or before sixty (60) days prior to the Premises delinquency date for payment of such corresponding Tax Year, taxes and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, assessments. Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate Tenant's liability hereunder for taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty and assessments within fifteen (3015) days after of Tenant's receipt of such written notice. Landlord shall pay the date Real Estate Taxes and assessments levied against the Premises prior to delinquency and shall, at Tenant's written request, send Tenant proof that the Real Estate Taxes and assessments have been paid. Landlord may estimate the annual Real Estate Taxes liability of delivery of the foregoing statementTenant and based on Landlord's written estimate, Tenant shall pay to Landlord in the balance of same manner as the amountsCommon Area Expenses described in Paragraph 6(g), if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding This Real Estate Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant impound shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for reconciled on an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:annual basis.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant Borrower shall pay and discharge, and shall cause its Subsidiaries to Landlordpay and discharge, as Additional Rentand when due and payable, the Landlord's Tax Expenses Allocable before any penalty attaches, all charges, impositions, levies, assessments and taxes (whether general, special or otherwise), water charges, sewer service charges and all other municipal or governmental charges, impositions, levies, assessments and taxes of any kind or nature that may be at any time levied, assessed or imposed upon or against any real property owned in fee by any Subsidiary or in which any Subsidiary has a leasehold interest (but only to the Premises for extent Borrower or any Subsidiary is required to pay such corresponding Tax Yeartaxes in accordance with the terms of the lease), and for each fraction shall promptly deliver to Collateral Agent upon Collateral Agent’s request therefor, duplicate receipts evidencing payment thereof prior to delinquency. Notwithstanding anything to the contrary in the foregoing, 69 Borrower may contest any tax imposed, assessed, levied or due with respect to or from said real property, by instituting and diligently and in good faith prosecuting by appropriate judicial proceedings the validity or amount of a Tax Year falling within the Term at the beginning tax, charge, imposition or end thereofassessment (said tax, Tenant shall pay charge, imposition or assessment being hereinafter referred to Landlord, in this Section as Additional Rent, the product of “impositions”) if (i) the contest or decision relating thereto will not and cannot result in the forfeiture of said real property or the Subsidiary’s leasehold interest therein prior to or pending resolution of such Applicable fraction contest and the invalidity, forfeiture, loss of a Tax Year priority or unenforceability of Collateral Agent’s mortgage lien on said real property or the Subsidiary’s leasehold interest therein will not and cannot result from such contest or failure to pay such impositions, (ii) the Landlord's Tax Expenses Allocable no Event of Default shall exist hereunder, and (iii) prior to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof commencement and for each succeeding Tax Year or fraction thereof during the Termduration of such proceeding, Landlord Borrower shall render Tenant a statement maintain adequate reserves on account of the failure to pay such imposition and/or the contest of the amount and/or validity thereof in reasonable detail certified by a representative accordance with GAAP. Upon resolution of Landlord showing for such contest, Borrower shall promptly pay the impositions then due. If, at any time during the continuance of the contest described in the preceding year sentence, said real property or fraction thereofthe Subsidiary’s leasehold interest therein is, as in Collateral Agent’s reasonable determination, in imminent danger of being forfeited, lost or rendered invalid or unenforceable, then, in any of said events, Borrower shall, at Collateral Agent’s demand, use the case may beaforesaid reserve to pay such impositions and if such reserve is insufficient to pay in full the required payment, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant Borrower promptly shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and pay the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:insufficiency.

Real Estate Taxes. For each Tax Year falling within A. Tenant shall pay, as Additional Rent during the Term, upon demand from time to time by Landlord and together with the next payment of Basic Rent due after such demand (or within ten (10) days of demand if the Term is about to expire or this Lease otherwise about to terminate after the making of such demand), Tenant's Proportionate Share (as defined below) of all real estate taxes, assessments and other charges and levies which may be made or imposed upon Landlord's Tract, other than income, franchise, gross receipts, corporation, capital levy, excess profits, revenue, inheritance, gift, estate, payroll or stamp tax, or other tax not in lieu of or as substitute for real estate tax or charges stemming from Landlord's failure to pay taxes as due; provided, however, that if any time during the Term the methods of taxation prevailing at the Commencement Date shall be altered so as to cause the whole or any part of the taxes, assessments and other charges and levies referred to hereinabove in this Section to be imposed, wholly or partly, as a capital levy, on the rents received from Landlord's Tract or otherwise, or if any tax shall be measured by or based in whole or in part upon the value of Landlord's Tract and shall be imposed upon Landlord, then, to the extent that such other tax is a substitute for, and is enacted in lieu of, existing real estate tax, as described above, Tenant shall pay to Landlordbe responsible for payment, as Additional Rent, the Landlord's Tax Expenses Allocable to of all such taxes, assessments, levies or charges. The maximum obligation of Tenant, however, shall be achieved by computing such tax as if the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share sole property of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written Upon request of Tenant, who together Landlord shall execute all documents necessary for, and will cooperate with other tenants lease at least fifty (50%) of Tenant with respect to, the Total Rentable Floor Area of the Complexprosecution, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to of appeals of the tax assessment against Landlord's Tract, provided that no such tenants' right to recover such costs on a first dollar basis from appeal shall be prosecuted if the abatement proceedsprosecution thereof would, if any). If such tenants apply for an abatement in Landlord's reasonable judgment, jeopardize Landlord's ownership of real estate taxesthe Premises or create any lien or encumbrance thereon, then and further provided that Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings incur no expense or obligation in connection with any such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedfordappeals. In addition, If payments are made by Tenant on account of Landlord's Tax Expenses Allocable directly to the Premises anticipated for the then current year taxing authority or authorities, Tenant shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so submit to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least within ten (10) days before after the day on which such payments by due date from time to time, evidence of payment. Landlord would become delinquent. To the extent that shall provide Tenant with proof of payment of real estate taxes shall be payable to the taxing authority in installments with respect to periods less than within a Tax Yearreasonable period of time, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:if requested.

Real Estate Taxes. For (a) Tenant shall pay all taxes levied or assessed by, or becoming payable to the municipality or any governmental authority having jurisdiction of the Premises, for or in respect of the Premises or which may become a lien on the Premises, for each Tax Year falling within tax period partially or wholly included in the Term, Tenant shall pay such payments to Landlord, as Additional Rent, be made in the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each manner provided in Subsection 4.3.3 of this Section 4.3. For any fraction of a Tax Year falling within tax period included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year taxes so levied or assessed or becoming payable which is allocable to such included period and such obligation shall be deemed to survive expiration or termination of the Lease. If at least twenty (ii20) the Landlord's Tax Expenses Allocable days prior to the Premises last day for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined filing an application for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by for any tax year, Tenant as Additional Rent, and the amount shall give notice to Landlord that it desires to file an application for abatement of real estate taxes remaining due from, or overpaid by, Tenant for the such tax year or other period covered by the statement. Within thirty and if within ten (3010) days after the date receipt of delivery of the foregoing statementsuch notice Landlord shall not give notice to Tenant that it shall file such application, Tenant shall pay have the right either in its own name or in the name of Landlord but at its own cost and expense to file such application. If within ten (10) days after receipt by Landlord of such notice by Tenant, Landlord shall give Tenant notice that it shall file such application, Landlord shall file the balance same prior to the expiration of the amountstime for the filing of the same at its own cost and expense. In any event, if anyany abatement by whoever prosecuted shall be obtained, required to the cost and expense of obtaining the same shall be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord a first charge upon such abatement. If Tenant shall credit any amounts due from it to Tenant file an application for abatement pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, thenparagraph, Tenant shall be entitled prosecute the same to receive its proportionate share final determination with diligence and shall not, without Landlord's consent, settle, compromise or discontinue the same except that Tenant may discontinue the prosecution of the net amount same at any time after giving Landlord notice thereof and a reasonable opportunity to assume prosecution of the same. If Landlord shall file an application for abatement for any refund received tax year, Landlord shall prosecute the same to final determination with diligence and shall not without Tenant's consent, settle, compromise, or reduction obtained discontinue the same except that Landlord may discontinue the prosecution of the same at any time after giving Tenant notice thereof and a reasonable opportunity to assume prosecution of the same. If either party shall prosecute an application for an abatement, the other will cooperate and furnish any pertinent information in its files reasonably required by Landlord the prosecuting party. Such real estate taxes and other charges shall nonetheless be paid on the date upon which they shall be due and payable. Landlord, if requested by Tenant, shall cooperate to the extent allocable required by law in such proceeding, but all expenses incurred by Landlord in connection with such cooperation shall be promptly reimbursed to the Term of this LeaseLandlord by Tenant. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord willIn every case, upon the written request of Tenantany refund, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complexrebate, at Landlord's election either (i) apply for an credit or abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from shall be equitably apportioned between the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection parties with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable due regard to the Premises anticipated duties and rights of each under this Lease, after first reimbursing for the then current year shall be made monthly at the time their respective costs and expenses in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Yearcontest or other proceeding, the foregoing statement shall be rendered and payments made on account of parties participating in such installments. Terms used herein are defined as follows:contest or proceeding.

Real Estate Taxes. For each Tax Year falling within In addition to all rentals herein reserved the Term, Tenant shall pay to Landlord, as Additional Rent, Landlord its proportional share of the Landlordannual increase in the building's Tax Expenses Allocable to real estate taxes and assessment levied upon and assessed against the Premises for such corresponding Tax Year, and premises for each fraction year of a Tax Year falling within the Term at term of this Lease over and above the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises taxes for the Tax Year first year of the term hereof during which the premises, including the improvements thereon, shall have been fully assessed for taxes as completed premises by the tax assessor's office. Such increase in which said fraction occurs. Not later than ninety taxes shall be payable, if billed to Tenant, within thirty (9030) days after Landlord's Tax Expenses Allocable to the Premises are determined for end of the first such Tax Year or fraction thereof calendar year in which each of said fiscal tax years commenced and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render upon receipt by Tenant of a statement in reasonable detail certified by a representative writing from Landlord setting forth the amount of such tax increase. Landlord showing reserves the right to not xxxx Tenant annually for these increases and can, upon election, xxxx these increases covering several previous years at one time. Base tax increase xxxxxxxx not paid within thirty (30) days after billing are subject to interest charges at the preceding year rate of ten (10%) percent per annum. Landlord agrees to attempt to have the premises separately assessed for tax purposes, but in the event the premises are not so separately assessed, then and in such event, the taxes on the premises shall be apportioned according to the floor area of the premises, including mezzanines, if any, as it relates to the total floor areas, including mezzanines, of the building or fraction thereofbuildings, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may which a separate assessment shall be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rentmade, and which building (or buildings) includes the amount of real estate taxes remaining due from, or overpaid by, Tenant premises. Any such tax increase for the year in which this Lease ends shall be apportioned and adjusted. With respect to any assessment which may be levied against or upon the premises and which, under the laws then in force, may be evidenced by improvement or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementbonds, Tenant shall pay to Landlord the balance of the amounts, if any, required to or may be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, thenannual installments, Tenant shall be entitled required to receive its proportionate share of pay each year only the net amount of such annual installments or portion thereof constituting a tax increase (with appropriate proration for any refund received or reduction obtained by Landlord partial year) and shall have no obligation to continue such payments after the extent allocable to the Term termination of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within the Termpurposes of this Lease, the term “Real Estate Taxes” shall mean all taxes, assessments and governmental charges, whether federal, state, county or municipal and whether they are imposed by taxing districts or authorities currently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments, assessed against or attributable to the Project or its operation. From and after the Commencement Date, Tenant shall pay to Landlordtimely pay, as Additional Rent, the Landlord's Tax Expenses Allocable directly to the Premises taxing authorities, all Real Estate Taxes applicable to the Project and all improvements located thereon for any tax period which includes any part of the Term. Notwithstanding the foregoing, if Landlord’s mortgagee requires Landlord to make monthly deposits for Real Estate Taxes, then Tenant shall pay to Landlord monthly, as Additional Rent, an amount determined from time to time by Landlord’s mortgagee to be sufficient to accumulate adequate funds to pay taxes and assessments levied against the Project at least sixty (60) days prior to their respective due dates (and any deficiency in such corresponding Tax Yearpayments shall be paid by Tenant to Landlord within ten (10) days following written demand), and Landlord shall cause its mortgagee to pay such Real Estate Taxes from Tenant’s deposits. Any communications or bills received by Landlord regarding Real Estate Taxes which are applicable to Project shall be promptly furnished to Tenant for each fraction review, and Landlord shall cooperate in any attempts by Tenant to have such communications or bills issued directly to Tenant. Upon written request from Landlord, Tenant shall furnish Landlord with evidence in reasonable detail of a Tax Year falling within the Term its timely payment of Real Estate Taxes. If at the beginning or end thereofof the Term of this Lease shall be in effect for less than a full tax period, Tenant Tenant’s share of Real Estate Taxes for that tax period shall be prorated based on the number of days this Lease shall be in effect during such tax period, with Landlord to pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable portion thereof applicable to the Premises for period before the Tax Year in which said fraction occurs. Not later than ninety Commencement Date (90subject, however, to Tenant’s obligations under the Existing Leases) days and after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during expiration of the Term, Landlord shall render Tenant respectively. If a statement in reasonable detail certified by a representative partial tax period occurs at the end of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement , the adjustment referred to such refund amount above shall survive occur at the expiration end of the TermTerm or, if necessary, as soon thereafter as accurate information as to the Real Estate Taxes for the tax period is known. Landlord will, upon Tenant shall have the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complexright, at Landlord's election either its sole cost and expense, to contest by appropriate proceedings any real estate tax assessment against the Project so long as Tenant (1) shall contest, with due diligence and in good faith, such assessment by appropriate proceedings which shall operate during the pendency thereof to prevent (i) apply for an abatement of real estate taxes the collection of, or other realization upon, the tax, assessment or charge or imposition so contested, (ii) allow such tenants to apply for abatements in their own namethe sale, forfeiture or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step loss of the abatement processProject or any part thereof, including, without limitation, Landlord's right to approve all filings in connection and (iii) any intereference with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives use of occupancy of the Town of Bedford. In additionProject or any part thereof, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year and (2) shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid give such reasonable security to Landlord shall and/or its mortgagee as may be an amount reasonably estimated demanded by Landlord or its mortgagee to be sufficient to provide Landlord, in insure compliance with the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:foregoing.

Real Estate Taxes. For each Tax Year falling within Tenant, during the TermTerm of this Lease, shall pay prior to the due date or cause to be paid prior to the due date all taxes levied against the Premises, including real property taxes, personal property taxes and special assessments (and interest, demand and other charges assessed due to Tenant's failure to pay taxes and assessments). Tenant may, in its own name or in the name of Landlord, contest any assessment or tax, and, in such event, Tenant shall pay all costs and expenses of contesting such assessment or tax. Landlord agrees to Landlorddirect the appropriate taxing authority to mail bills for such taxes and assessments directly to Tenant. Tenant agrees to provide Landlord with appropriate evidence that the payments required to be made hereunder have been made within a reasonable time after Landlord requests such evidence. If any taxes or assessments may be payable in installments, Tenant may pay the same in installments as the same become due. Tenant shall be obligated to pay only those taxes, assessments or betterments attributed to the Term of this Lease and any such taxes and assessments or installments thereof payable with respect to a tax period during which the Term of this Lease shall commence or end shall be adjusted between Landlord and Tenant as of the beginning or end of the Term, as Additional Rentapplicable, so that Tenant shall pay only the Landlord's Tax Expenses Allocable amount which bears the same relation to the Premises for tax or assessment or installment thereof as the part of such corresponding Tax Year, and for each fraction of a Tax Year falling tax period included within the Term of this Lease bears to the entire tax period at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessmentsapplicable. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof So long as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended is in full force and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, theneffect, Tenant shall be entitled to receive its proportionate share the benefit of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of all real estate taxes or (ii) allow such tenants to apply for tax reductions, exemptions and/or abatements benefiting the Premises which are in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection force and effect by agreement with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of BedfordAndover taxing authorities, which benefits shall be adjusted between Landlord and Tenant in the same manner as tax payments are adjusted as described in the previous sentence. In additionNothing contained in this Lease shall, payments by however, require Tenant on account to pay any of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlordincome taxes, in the aggregateexcess profits taxes, a sum equal to Landlord's Tax Expenses Allocable to the Premisesexcise taxes, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Yearfranchise taxes, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:estate, secession, inheritance or transfer taxes.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant Borrower shall pay and discharge, and shall cause its Subsidiaries and the Scandinavian Partnerships to Landlordpay and discharge, as Additional Rentand when due and payable, before any penalty attaches, all charges, impositions, levies, assessments and taxes (whether general, special or otherwise), water charges, sewer service charges and all other municipal or governmental charges, impositions, levies, assessments and taxes of any kind or nature that may be at any time levied, assessed or imposed upon or against any real property owned in fee by any Subsidiary or the Landlord's Tax Expenses Allocable Scandinavian Partnerships or in which any Subsidiary has a leasehold interest (but only to the Premises for extent Borrower or any Subsidiary is required to pay such corresponding Tax Yeartaxes in accordance with the terms of the lease), and for each fraction shall promptly deliver to Collateral Agent upon Collateral Agent's request therefor, duplicate receipts evidencing payment thereof prior to delinquency. Notwithstanding anything to the contrary in the foregoing, Borrower may contest any tax imposed, assessed, levied or due with respect to or from said real property, by instituting and diligently and in good faith prosecuting by appropriate judicial proceedings the validity or amount of a Tax Year falling within the Term at the beginning tax, charge, imposition or end thereofassessment (said tax, Tenant shall pay charge, imposition or assessment being hereinafter referred to Landlord, in this Section as Additional Rent, the product of "impositions") if (i) the contest or decision relating thereto will not and cannot result in the forfeiture of said real property or the Subsidiary's leasehold interest therein prior to or pending resolution of such Applicable fraction contest and the invalidity, forfeiture, loss of a Tax Year priority or unenforceability of Collateral Agent's mortgage lien on said real property or the Subsidiary's leasehold interest therein will not and cannot result from such contest or failure to pay such impositions, (ii) the Landlord's Tax Expenses Allocable no Event of Default shall exist hereunder, and (iii) prior to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof commencement and for each succeeding Tax Year or fraction thereof during the Termduration of such proceeding, Landlord Borrower shall render Tenant a statement maintain adequate reserves on account of the failure to pay such imposition and/or the contest of the amount and/or validity thereof in reasonable detail certified by a representative accordance with GAAP. Upon resolution of Landlord showing for such contest, Borrower shall promptly pay the impositions then due. If, at any time during the continuance of the contest described in the preceding year sentence, said real property or fraction thereofthe Subsidiary's leasehold interest therein is, as in Collateral Agent's reasonable determination, in imminent danger of being forfeited, lost or rendered invalid or unenforceable, then, in any of said events, Borrower shall, at Collateral Agent's demand, use the case may beaforesaid reserve to pay such impositions and if such reserve is insufficient to pay in full the required payment, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant Borrower promptly shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and pay the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:insufficiency.

Real Estate Taxes. For each Ifwith respect to any full Tax Year or fraction of a Tax Year falling within the Term, Landlord 's Tax Expenses Allocable to the Premises as hereinafter defined for a full Tax Year exceed Base Taxes Allocable to the Premises, or for any such fraction of a Tax Year exceed the corresponding fraction of Base Taxes Allocable to the Premises then, on or before the thirtieth (301h) day following receipt by Tenant of the certified statement referred to below in this Section 2.7, then Tenant shall pay to Landlord, as Additional Rent, the Landlordamount of such excess ("Tenant's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursPayment"). Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes Real Estate Taxes (as hereinafter defined) on the Buildings Building and the Site and abatements and refunds of any taxes and assessments. Expenditures for Reasonable expendituresTor legal fees and for other expenses reasonably incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax YearYear to the extent such costs were not already included in the calculation of Real Estate Taxes. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes Tenant's Tax Payment already paid by Tenant as Additional Rent, and the amount of real estate taxes Tenant's Tax Payment remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant S:\Lcgal\Waltham\77 Fourth Avcnuc\Lcascs\Phasc Forward (H).doc pursuant to the provisions of this Section 2.7 against (xi) monthly installments of fixed rent next thereafter coming due or (yii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of LandlordTenant's Tax Expenses Allocable to the Premises Payment anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rentAnnual Fixed Rent, provided, however, in no event will Tenant have any obligation to make any payment of Tenant's Tax Payment prior to July 1, 2010. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to LandlordTenant's Tax Expenses Allocable to the PremisesPayment, at least ten (( 10) days days, but not more than thirty (30) days, before the day on which such payments by Landlord would become delinquent. In no event shall Landlord be entitled to retain more than one hundred percent (100%) of the Landlord's Tax Expenses (as defined below) actually paid or incurred by Landlord in any particular fiscal tax year. To the extent that real estate taxes Real Estate Taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay reimburse Landlord for all Taxes that accrue against the Premises during the Lease Term. Landlord shall provide tenant with a copy of the tax appraisal every year of the lease term within 15 days of Landlord’s receipt of such appraisal. Tenant shall be entitled to confer with Landlord as to the appraised value of the Premises and make recommendations regarding the accurateness of the appraisal. Landlord shall have the sole right to contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens thereof. All ad valorem taxes, capital levies or other taxes assessed or imposed on Landlord upon the rents payable to Landlord under this Lease and any franchise tax, any excise, transaction, sales or privilege tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises or any portion thereof shall be paid by Tenant to Landlord monthly in estimated installments or upon demand, at the option of Landlord, as Additional Rent. If any such tax or excise is levied or assessed directly against Tenant, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall be liable for all taxes levied or assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant. Notwithstanding any of the foregoing, nothing herein shall obligate Tenant to Landlordpay the following: (A) income, as Additional Rentexcess profits, the product revenue, franchise or other taxes of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in Landlord which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds basis of Landlord’s net income or net worth (unless such taxes are in lieu of or a substitute for any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Renttax, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year assessment or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 charge upon or with respect to the preceding Tax Year Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or fraction thereofby the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, capital levy, transfer, gift or similar tax imposed on Landlord or any other owner of the fee of the Premises, (C) any capital gains tax imposed on Landlord in connection with the sale of the Premises to any person or entity, (D) any income, profits, or Landlord shall credit any amounts due from it to Tenant pursuant to revenue tax, assessment, or charge imposed upon the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due Base Rent or (y) any sums then due from Tenant to Additional Rent or other benefit received by Landlord under this Lease by any governmental authority, or (or refund such portion E) interest, penalties, and fines on any of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:foregoing.

Real Estate Taxes. For each Tax Year falling within A. Effective as of the TermCommencement Date, Tenant shall agrees to pay in addition to Landlordbase rent as additional rent during the term of this lease and any and all renewals, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Yearextensions, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlordmodifications hereof Tenant's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds proportionate share of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such all real estate taxes, rates school taxes, village taxes, public and governmental charges and assessments, all costs, expenses and attorneys fees incurred by Owner in contesting Real Estate Taxes (Owner having the sole authority to conduct such a contest or assessments with respect to a real estate tax fiscal year enter into such negotiations) as to any of same and all sewer and other taxes and charges (collectively the "Real Estate Taxes") assessed against BSP (Tax Lots Sec. 4 Sheet 03, Lots P. P. P105 and P4B and Sec. 4 Sheet 7 Lot P 89), which Tenant contributed are subject to increase whether the increase in taxation results from a higher tax rate or an increase in the assessed valuation of the said property or the imposition of a special assessment against the property ("Tenant's share of LandlordTax Contribution"). All such payments shall he appropriately pro-rated for any partial tax year occurring during the term hereof Tenant's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord Contribution shall be an amount reasonably estimated equal to the product obtained by multiplying the entire amount of Real Estate Taxes by a fraction, the numerator shall be the square footage of the Demised Premises and the denominator shall be the square footage (including the Demised Premises) of BSP. Landlord represents, warrants and covenants that, for purposes of calculating Tenants Tax Contribution, Tenant's floor area and the floor area of the Building shall be measured in a consistent manner such that the total share of all tenants of the Building for purpose of calculating the foregoing expenses does not exceed 100%. Notwithstanding anything contained herein to the contrary, costs and fees incurred by Landlord in connection with seeking reductions in or refunds of Real Estate Taxes, including any costs incurred by Landlord to challenge the valuation of the Building, may only be sufficient to provide Landlord, included in "Real Estate Taxes" in the aggregate, event Landlord actually receives a sum equal to Landlord's Tax Expenses Allocable to refund or reduction of Real Estate Taxes in excess of the Premises, at least ten (10) days before the day on which costs and fees incurred in seeking such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account refund or reduction of such installments. Terms used herein are defined as follows:Real Estate Taxes.

Real Estate Taxes. For each Tax Year falling within the Term, The Tenant shall pay to Landlordpay, as Additional RentRent hereunder, the Landlord's Tax Expenses Allocable Tenant’s Pro Rata Share of NNN the aggregate of real estate taxes imposed, assessed or levied upon the Property NNN. Tenant shall not be responsible for any interest or penalties incurred by Landlord as a result of the delinquent tax payment by Landlord unless and to the Premises for extent Tenant fails to make a timely payment prior to the date on which such corresponding Tax Yeartaxes are due, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, in which event Tenant shall be liable to pay that portion of any such interest or penalties equal to a fraction, the numerator of which is the amount of Tenant’s late payment and the denominator of which is the delinquent tax payment. Nothing contained in this Lease shall, however, require Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax of Landlord, as Additional Rentor any income, profits or revenue tax or charge upon the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof rent payable by Tenant under this Lease; provided, however, that if, at any time during the Term, Landlord under the laws of the United States or any state or political subdivision thereof in which the Premises are situated, there shall render Tenant a statement in reasonable detail certified by a representative be adopted some other method of Landlord showing for the preceding year or fraction thereof, as the case may be, taxation on real estate as a substitute in whole or in part for taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid as now constituted, such as tax on the Annual Fixed Rent, Additional Rent or the other charges payable by Tenant as hereunder, by whatever name called, which is levied, assessed or imposed against Landlord or the rent or other charges payable hereunder to Landlord (which substitute tax on the Annual Fixed Rent, Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by charges or other substitute method of taxation are hereinafter collectively referred to as “Substitute Taxes”), Tenant, to the statement. Within thirty (30) days after the date extent that such Substitute Taxes are means of delivery raising revenue from real estate, shall pay Tenant’s Pro Rata Share of the foregoing statementSubstitute Taxes in the same manner as if the same were Real Estate taxes, Tenant as herein provided. In the event that any such Substitute Taxes shall pay to Landlord be based upon the balance income of the amountsLandlord, if any, required to be paid pursuant to the above provisions of this Section 2.7 then Tenant’s obligation with respect to the preceding Tax Year or fraction thereof, or Landlord aforesaid Substitute Taxes shall credit any amounts due from it to Tenant pursuant be limited to the provisions amount thereof as computed at the rates that would be payable if the same were the sole taxable net income of this Section 2.7 against (x) monthly installments Landlord, with provision to be made for any deductions, exemptions or credits to which Landlord may be entitled, only on an equitable basis in computing the tax Landlord would so bear on account of fixed rent next thereafter coming the Annual Fixed Rent, Additional Rent or other charges then due or (y) any sums then thereafter becoming due from Tenant to Landlord for the taxable period under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term terms of this Lease. Tenant's entitlement , all as if Landlord were not entitled to any such refund amount shall survive the expiration of the Term. Landlord willdeductions, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes exemptions or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:credits.

Real Estate Taxes. For each Tax Year falling Tenant shall pay and discharge all Real Estate Taxes payable or accruing for all period(s) within the Term, Tenant shall before failure to pay creates a material risk to LandlordLandlord of forfeiture or penalty, subject however to Tenant’s right of Contest as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursthis Lease expressly provides. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show pay all interest and penalties any Government assesses for late payment of any Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (paid to Landlord by Tenant) in accordance with Xxxxxx’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable bill that Xxxxxxxx receives. In the preceding Tax Year or fraction thereof latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementCommencement Date, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 certain Real Estate Taxes are not payable with respect to the preceding Tax Year or fraction thereofPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, or Landlord shall credit fail to take any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against action (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right the failure to approve all filings cooperate with Tenant to file for Xxxxxx’s organizational clearance certificate with the California Board of Equalization), which shall result in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year becoming subject to such Real Estate Taxes; (c) Landlord covenants and agrees that it shall be made monthly at the time and not take any action, or fail to take any action, which shall result in the fashion herein provided for the payment of fixed rent. The amount so Premises becoming subject to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:additional Real Estate Taxes; and

Real Estate Taxes. Tenant shall pay Tenant's Proportionate Share (as hereinafter defined) of any real estate taxes imposed upon the Shopping Center for each Lease Year included within the period commencing with the Commencement Date and ending with the expiration of the initial and any renewal term of this Lease. For each Tax Year falling within Lease Year, "Tenant's Proportionate Share" of the Termreal estate taxes upon the Shopping Center (including the Common Area) shall be the product of such taxes multiplied by a fraction, the numerator of which shall be the ground floor area, (expressed in square feet) in the Demised Premises and the denominator of which shall be the gross floor area (expressed in square feet) of all buildings in the Shopping Center. For the purpose of this Lease, the term "real estate taxes" shall include any special assessments, water and sewer rents and other governmental impositions imposed upon or against the Shopping Center of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen and unforeseen and each and every installment thereof, which shall or may during the Lease term be levied, assessed or imposed upon or against such Shopping Center. Notwithstanding any provision of this Lease to the contrary, Tenant shall not be obligated to pay to Landlord, as Additional Rent, for any assessment for special improvements heretofore installed or in the Landlord's Tax Expenses Allocable to process of installation in connection with the Premises for such corresponding Tax Yearinitial development of the Shopping Center, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall Landlord hereby agrees to pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurssame. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, The real estate taxes on the Buildings and the Site and abatements and refunds of for any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant Lease Year shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already for the tax year terminating during said Lease Year. If any Lease Year shall be greater than or less than twelve (12) months, or if the real estate tax year shall be changed, an appropriate adjustment shall be made. If there shall be more than one taxing authority, the real estate taxes for any period shall be the sum of the real estate taxes for said period attributable to each taxing authority. If, upon the assessment day for real estate taxes for any tax year fully or partly included within the term of this Lease, a portion of such assessment shall be attributable to buildings in the process of construction, a fair and reasonable adjustment shall be made to carry out the intent of the parties. Landlord shall submit to Tenant true copies of the real estate tax xxxx for each tax year or portion of a tax year included within the term of this Lease and shall xxxx Tenant for any amount that may be payable by Tenant. Said xxxx shall be accompanied by a computation of the amount payable by Tenant and such amount shall be paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within within thirty (30) days after receipt of said xxxx. Should the date State of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year Ohio or fraction any political subdivision thereof or any governmental authority having jurisdiction thereof, impose a tax and/or assessment (other than an income or Landlord shall credit any amounts due from it to Tenant pursuant to franchise tax) upon or against the provisions rentals payable hereunder, in lieu of this Section 2.7 assessments levied or assessed against (x) monthly installments of fixed rent next thereafter coming due the Demised Premises, or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own nameShopping Center, or in Landlord's nameaddition thereto, at their own cost (subject such tax and/or assessment shall be deemed to such tenants' right to recover such costs constitute a tax on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment purpose of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:this section.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days Commencing after the date of delivery end of the foregoing statementcalendar year in ----------------- which the Commencement Date falls, Tenant shall pay to Landlord the balance in each year of the amountsTerm a proportionate share (the "Proportionate Share") of the amount, if any, required to be paid pursuant by which the Real Estate Taxes (defined below) applicable to the above provisions Property in each such year exceeds the Base Real Estate Taxes (defined below). For these purposes, the fraction used in determining the Tenant's Proportionate Share shall be 13.03%, which is the fraction reached by dividing the number of rentable square feet of the Premises set forth on page I hereof by 159,068, which is the total number of rentable square feet in the Building. The term "Real Estate Taxes" shall be construed to mean any and all real property taxes, assessments, sewer rates, ad valorem charges, rents and charges, all other governmental impositions in the nature of any of the foregoing, any taxes in substitution of any of the foregoing, in whole or in part, and all costs and expenses (including attorneys' fees and costs of court or other proceedings) incurred in contesting property tax assessments or any other such governmental impositions, reduced by the amount of any credit, reduction or abatement. The "Base Real Estate Taxes" shall be the Real Estate Taxes imposed reflecting any rebate due Landlord in connection with the Building and the Property and applicable during the calendar year in which the Term of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against Lease commences (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord1999). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall not be entitled to receive its proportionate share of any credit or rebate in the net event Real Estate Taxes during any one year in the Term are lower than the Base Real Estate Taxes. The amount of Real Estate Taxes applicable to the Property for a calendar year shall be the amount payable during such calendar year, even though the assessment for such Real Estate Taxes may be for a different year. Notwithstanding the foregoing, however, Landlord may elect, by written notice given to Tenant, to account for Real Estate Taxes on a so called accrual basis (that is Real Estate Taxes applicable to the Property for any refund received or reduction obtained calendar year shall mean the Real Estate Taxes assessed against the Property for such year, even though payment may not be due until a subsequent year), in which case, Landlord shall make an appropriate adjustment to Base Real Estate Taxes to reflect such change in accounting practices; and provided such election by Landlord to the extent allocable to may only occur once during the Term of this Lease. Tenant's entitlement to such refund amount Tenant shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate pay all personal property taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made personal property located on account of such installments. Terms used herein are defined as follows:the Premises.

Real Estate Taxes. Tenant shall pay Tenant's Proportionate Share (as hereinafter defined) of any real estate taxes imposed upon the Shopping Center for each lease year included within the period commencing with the Commencement Date and ending with the expiration of the term of this Lease. For each Tax Year falling within lease year, "Tenant's Proportionate Share" of the Termreal estate taxes upon the Shopping Center (including the Common Areas) shall be the product of such taxes multiplied by a fraction, the numerator of which shall be the ground floor area (expressed in square feet) of the Demised Premises and the denominator of which shall be the gross leasable floor area (expressed in square feet) of the Shopping Center. For the purpose of this Lease, the term "real estate taxes" shall include any special and general assessments, water and sewer rents and other governmental impositions imposed upon or against the Shopping Center of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen and unforeseen and each and every installment thereof, which shall or may during the lease term be levied, assessed or imposed upon or against such Shopping Center and of all expenses, including reasonable attorneys' fees, administrative hearing and court costs incurred in contesting or negotiating the amount, assessment or rate of any such real estate taxes, minus any refund received by Landlord. Notwithstanding any provision of this Lease to the contrary, Tenant shall not be obligated to pay to Landlord, as Additional Rent, for any assessment for special improvements heretofore installed or in the Landlord's Tax Expenses Allocable to process of installation in connection with the Premises for such corresponding Tax Yearinitial development of the Shopping Center, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall Landlord hereby agrees to pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurssame. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, The real estate taxes on the Buildings and the Site and abatements and refunds of for any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant lease year shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already for the tax year terminating during said lease year. If any lease year shall be greater than or less than twelve (12) months, or if the real estate tax year shall be changed, an appropriate adjustment shall be made. If there shall be more than one taxing authority, the real estate taxes for any period shall be the sum of the real estate taxes for said period attributable to each taxing authority. If, upon the assessment day for real estate taxes for any tax year fully or partly included within the term of this Lease, a portion of such assessment shall be attributable to buildings in the process of construction, a fair and reasonable adjustment shall be made to carry out the intent of this section. Landlord shall submit to Tenant true copies of the real estate tax xxxx for each tax year or portion of a tax year included within the term of this Lease and shall xxxx Tenant for the amount to be paid by Tenant as Additional Rent, and hereunder. Said xxxx shall be accompanied by a computation of the amount of real estate taxes remaining due from, or overpaid by, payable by Tenant for the year or other period covered and such amount shall be paid by the statement. Within Tenant within thirty (30) days after receipt of said xxxx. Should the date State of delivery Virginia or any political subdivision thereof or any governmental authority having jurisdiction thereof, impose a tax and/or assessment (other than an income or franchise tax) upon or against the rentals payable hereunder, in lieu of or in addition to assessments levied or assessed against the foregoing statementdemised premises, Tenant or Shopping Center, then such tax and/or assessment shall pay be deemed to Landlord constitute a tax on real estate for the balance of the amounts, if any, required to be paid pursuant to the above provisions purpose of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:section.

Real Estate Taxes. For each Tax Year falling Tenant shall pay and discharge all Real Estate Taxes payable or accruing for all period(s) within the Term, Tenant shall before failure to pay creates a material risk to LandlordLandlord of forfeiture or penalty, subject however to Tenant’s right of Contest as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursthis Lease expressly provides. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show pay all interest and penalties any Government assesses for late payment of any Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (paid to Landlord by Tenant) in accordance with Xxxxxx’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable bill that Xxxxxxxx receives. In the preceding Tax Year or fraction thereof latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementCommencement Date, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 certain Real Estate Taxes are not payable with respect to the preceding Tax Year or fraction thereofPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, or Landlord shall credit fail to take any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against action (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right the failure to approve all filings cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of Equalization), which shall result in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year becoming subject to such Real Estate Taxes; (c) Landlord covenants and agrees that it shall be made monthly at the time and not take any action, or fail to take any action, which shall result in the fashion herein provided for the payment of fixed rent. The amount so Premises becoming subject to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:additional Real Estate Taxes; and

Real Estate Taxes. For each Tax Year falling within Commencing January 1, 2007 the Term, Tenant shall pay to Landlordpay, as Additional RentRent hereunder, the Landlord's Tenant’s Pro Rata Share of the increase, if any, in the aggregate of real estate taxes imposed, assessed or levied upon the Property for any calendar year, over the Tax Expenses Allocable Base. Tenant shall not be responsible for any interest or penalties incurred by Landlord as a result of the delinquent tax payment by Landlord unless and to the Premises for extent Tenant fails to make a timely payment prior to the date on which such corresponding Tax Yeartaxes are due, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, in which event Tenant shall be liable to pay to that portion of any such interest or penalties actually paid by Landlord, as Additional Rentmultiplied by a fraction, the product numerator of (i) such Applicable fraction which is the amount of a Tax Year Tenant’s late payment and (ii) the denominator of which is the delinquent tax payment. Nothing contained in this Lease shall, however, require Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax of Landlord's Tax Expenses Allocable to , or any income, profits or revenue tax or charge upon the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof rent payable by Tenant under this Lease; provided, however, that if, at any time during the Term, Landlord under the laws of the United States or any state or political subdivision thereof in which the Premises are situated, there shall render Tenant a statement in reasonable detail certified by a representative be adopted some other method of Landlord showing for the preceding year or fraction thereof, as the case may be, taxation on real estate as a substitute in whole or in part for taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid as now constituted, such as tax on the Annual Fixed Rent, Additional Rent or the other charges payable by Tenant as hereunder, by whatever name called, which is levied, assessed or imposed against Landlord or the rent or other charges payable hereunder to Landlord (which substitute tax on the Annual Fixed Rent, Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by charges or other substitute method of taxation are hereinafter collectively referred to as “Substitute Taxes”), Tenant, to the statement. Within thirty (30) days after the date extent that such Substitute Taxes are means of delivery raising revenue from real estate, shall pay Tenant’s Pro Rata Share of the foregoing statementSubstitute Taxes in the same manner as if the same were Real Estate taxes, Tenant as herein provided. In the event that any such Substitute Taxes shall pay to Landlord be based upon the balance income of the amountsLandlord, if any, required to be paid pursuant to the above provisions of this Section 2.7 then Tenant’s obligation with respect to the preceding Tax Year or fraction thereof, or Landlord aforesaid Substitute Taxes shall credit any amounts due from it to Tenant pursuant be limited to the provisions amount thereof as computed at the rates that would be payable if the same were the sole taxable net income of this Section 2.7 against (x) monthly installments Landlord, with provision to be made for any deductions, exemptions or credits to which Landlord may be entitled, only on an equitable basis in computing the tax Landlord would so bear on account of fixed rent next thereafter coming the Annual Fixed Rent, Additional Rent or other charges then due or (y) any sums then thereafter becoming due from Tenant to Landlord for the taxable period under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term terms of this Lease. Tenant's entitlement , all as if Landlord were not entitled to any such refund amount shall survive the expiration of the Term. Landlord willdeductions, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes exemptions or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:credits.

Real Estate Taxes. For each Tax Year falling within Tenant shall deposit with Landlord funds for the payment of Tenant's Proportionate Share of Real Estate Taxes, as estimated by Landlord at the commencement of the Term, payable in twelve (12) equal monthly installments in advance on the first day of each and every calendar month during the Term of this Lease; PROVIDED, HOWEVER, that notwithstanding any provision contained herein, upon Tenant's execution of this Lease, Tenant shall deposit with Landlord funds for payment of Tenant's Proportionate Share of the Real Estate Taxes for the Leased Premises for the year 1999, based upon the 1998 Real Estate Taxes. At any time during the Term, Landlord may re-estimate Tenant's Real Estate Tax obligations and thereafter adjust Tenant's equal monthly installments thereof. In the event that the laws of the State of Colorado shall be altered so as to reduce or replace the amount of the Real Estate Taxes on the Leased Premises and in place thereof impose any tax, charge, or assessment against the holder of any mortgage on the Leased Premises, or any note, bond or other indebtedness secured thereby, or any tax on this Lease or leasehold estate, then Tenant shall pay Tenant's Proportionate Share of such tax, charge or assessment as Additional Rent. It is understood and agreed by and between Landlord and Tenant that, at all times during the Term of this Lease, Landlord shall have the right, but not the obligation, to Landlordelect at its option, to challenge the assessed value of the Leased Premises and/or to challenge the Real Estate Taxes levied or assessed against the Leased Premises. In any such event, Landlord shall be entitled to retain the services of individuals or companies of its selection, including, but not limited to, attorneys and appraisers to support such challenge. It is understood and agreed that Landlord shall be authorized to arrange for payment of such services as a percentage of the reduction in the Real Estate Taxes payable for the Leased Premises. Tenant agrees, as Additional Rent, the Landlordto reimburse Landlord for Tenant's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds Proportionate Share of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least within ten (10) days before the day on which of Landlord's written demand for such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:payment.

Real Estate Taxes. Tenant shall pay all Real Estate Taxes assessed, levied or imposed on or with respect to the Premises during and with respect to the Term. For each Tax Year falling within tax or assessment period, or installment period thereof, wholly included in the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable such Real Estate Taxes directly to the Premises for such corresponding Tax Year, and for each authority or authorities charged with the collection thereto not less than ten (10) days prior to the last date on which the same may be paid without interest or penalty. For any fraction of a Tax Year falling within tax or assessment period, or installment period thereof, included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least within ten (10) days before after receipt of an invoice therefor, the day on fraction of the Real Estate Taxes so levied or assessed or becoming payable which is allocable to such payments included period. Tenant shall promptly after payment thereof furnish Landlord proof of payment of all items which Tenant is required to pay pursuant to this Section 3.2.1. If Tenant shall deem itself aggrieved by Landlord would become delinquent. To any such Real Estate Taxes and shall elect to contest the extent that real estate taxes shall be payable payment thereof, Tenant may make such payment under protest or if postponement of such payment does not jeopardize Landlord's title to the taxing authority Premises, Tenant may postpone the same, provided that in installments all events it shall secure such payment and any potential interest and penalties thereon by causing to be delivered to Landlord cash or other adequate security in form and amount reasonably satisfactory to Landlord. Provided that Tenant has given prior written notice to Landlord, and provided that there is then no outstanding Event of Default, Tenant may file an application for abatement of real or personal property taxes in its own name or in the name of Landlord. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed of the status thereof in writing, (iv) with respect to periods less claims relating to a tax year which falls entirely or partially within the last three Lease Years of the Term, not settle such claim without the prior written approval of Landlord (which shall not be unreasonably withheld or delayed), and (v) not dismiss such claim (other than in connection with a Tax Year, settlement which must first be approved by Landlord where required under the foregoing statement preceding clause) without first giving Landlord at least thirty (30) days' prior written notice and opportunity to assume the prosecution of such claim. Landlord shall reasonably cooperate with Tenant in seeking such abatement. Any abatement received shall be rendered paid and payments made on account distributed first to Tenant in the amount of the reasonable costs and expenses expended by Tenant to obtain such installmentsabatement, and the remainder to each Party in the proportion that it paid the Real Estate Taxes which were abated. Terms used herein are defined as follows:Nothing contained in this Lease shall require Tenant to pay any income, franchise, corporate, estate, inheritance, succession, capital levy or transfer tax of Landlord, unless such tax is imposed, levied or assessed in substitution for any Real Estate Taxes which Tenant is otherwise required to pay pursuant to this Section 3.2.1.

Real Estate Taxes. For each Landlord shall pay all Taxes levied upon or assessed against the land and improvements comprising the Center and the appurtenances thereto during the Term of this Lease. If the Taxes payable by Landlord are increased in any Tax Year falling within during the TermTerm of this Lease over the amount of such Taxes due and payable with respect to the Center for the Tax Tear in effect as of the Commencement of this Lease, then Tenant shall pay to Landlord, as Additional Rent, the Landlord's its Proportionate Share of such Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant increase. The term "Taxes" shall pay to Landlord, be defined as Additional Rent, the product of (i) such Applicable fraction all real estate and other ad valorem taxes, including, without limitation, real estate rental, receipt or gross receipt tax or any other tax on Landlord (excluding Landlord's income taxes), now or hereafter imposed by any federal, state or local taxing authority and whether as a substitution for or in addition to the present method of a Tax Year and real property taxation currently in use; (ii) costs of attorney's and appraiser's fees, if necessary, incurred in connection with any negotiation, contest or appeal pursued by Landlord in an effort to reduce taxes, and (iii) any metropolitan district water and sewer charges and other governmental charges which customarily are part of the Landlordreal estate tax xxxx issued by governmental authorities charged with said responsibility. Taxes shall be adjusted on a proportionate basis for any period which shall be less than a Tax Year. The Tax Year shall be the year so established by the governmental authority charged with that responsibility. Landlord agrees to provide Tenant with a copy of the Tax xxxx and the calculation of Tenant's Tax Expenses Allocable share thereof within a reasonable time. Tenant agrees to pay its Proportionate Share of any increase in Taxes above the Premises for amount of Taxes due and payable during the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to effect as of the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during commencement of the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts pay such Proportionate Share of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within Taxes within thirty (30) days after written request therefor by Landlord, and further agrees, in lieu thereof, at the date prior request and election of delivery Landlord, to pay the same in equal monthly installments in such amounts as are estimated and billed for each Tax Year by Landlord at the commencement of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment beginning of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a each successive Tax Year, with appropriate adjustment being made at the foregoing statement shall be rendered and payments made on account end of such installments. Terms used herein are defined as follows:each Tax Year.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord as Additional Rent Tenant's Prorata Share (or, Tenaxx'x Xroportionate Share in the balance event there is more than one Building in the Center) of Real Estate Taxes levied against the amountsCenter. "Real Estate Taxes" shall mean: (a) all ad valorem Real Estate Taxes on the Center (adjusted after protest or litigation, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit ) for any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion part of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term term of this Lease, exclusive of penalties; (b) any taxes which shall be levied in lieu of any such ad valorem Real Estate Taxes; (c) any special assessments for benefits on or to the Center paid in annual installments by Landlord; (d) occupational taxes or excise taxes levied on rentals derived from the operation of the property or the privilege of leasing property; (e) any private subdivision assessment made against the Center; and (f) the reasonable expense of protesting, negotiating or contesting the amount or validity of any such taxes, charges or assessments, such expense to be applicable to the period of the item contested, protested or negotiated. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant5 10 at Tenaxx'x xole cost and expense, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to challenge the real estate taxes levied against the Premises. If the Lease Term shall end during a tax year ("tax year" shall mean the annual period for which Real Estate Taxes are assessed and levied) of which only part is included in the Lease Term, the amount of such Additional Rent shall be involved in each step prorated on a per diem basis and shall be paid on or before the last day of the abatement process, including, without limitation, Landlord's right to approve all filings Lease Term. If the Lease Term ends in connection with such abatement proceedings (such approval not any tax year before the amount to be unreasonably withheld) and payable by Tenaxx xxx been determined under the right to attend all meetings between Tenant and its representatives and provisions of this Section, an amount payable for the representatives portion of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to Lease Term during the Premises anticipated for the then current tax year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to and the estimated amount shall be sufficient to provide Landlordpromptly paid by Tenaxx. Xs soon as the amount properly payable by Tenant for the partial period has finally been determined, the amount shall be adjusted between Landlord and Tenant. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year Tenant shall pay prior to delinquency all real estate taxes and assessments that are levied or assessed on the Land and Building during the Term (hereinafter referred to as “Real Estate Taxes”); provided, however, that Real Estate Taxes levied against the Land and Building shall be prorated between Landlord and Tenant as of the Commencement Date for the first year of the Term and as of the expiration date of the Term for the last year of the Term (on the basis of Landlord’s reasonable estimate thereof). Upon request Tenant shall provide Landlord with evidence of payment of such Real Estate Taxes. If Landlord pays such Real Estate Taxes (due to Tenant’s failure to pay same), Landlord shall notify Tenant of such payment, and Tenant shall promptly reimburse Landlord for such amounts upon demand. Tenant may take the benefit of the provisions of any statute or ordinance permitting any assessment to be paid over a period of years, and Tenant shall be obligated to pay only those installments falling within due during the Term. Tenant shall not be required to pay any Real Estate Taxes so long as Tenant shall, in good faith and with due diligence, contest the same or the validity thereof by appropriate legal proceeding which shall have the effect of preventing the collection of the Real Estate Taxes so contested; provided that, pending any such legal proceedings, Tenant shall pay to Landlord, give Landlord such security as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement deemed reasonably satisfactory to be rendered Landlord to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts insure payment of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due fromthe Real Estate Taxes and all interest and penalties thereon. If, or overpaid by, Tenant for at any time during the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction continuance of such real estate taxescontest, rates the Leased Premises or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share any part thereof is, in the judgment of Landlord's Tax Expenses, thenin imminent danger of being forfeited or lost, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to may use such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided security for the payment of fixed rentsuch Real Estate Taxes. The amount so Any proceeding referred to in this Section may be paid to brought by Tenant in the name of Tenant or Landlord, but Landlord shall not be an amount subjected to any liability for the payment of any costs or expenses in connection with any proceeding brought by Xxxxxx, and Tenant covenants to indemnify and save harmless Landlord from any such costs or expenses. At Tenant’s request, Xxxxxxxx agrees to sign any petition or protest and reasonably estimated by to cooperate in such other acts as may be required to enable Tenant to engage in any proceedings referred to in this Section, provided Xxxxxxxx does not thereby incur any material expense or obligation. Notwithstanding anything to the contrary contained in this Lease, there shall be excluded from Real Estate Taxes and Tenant shall have no obligation to pay (or to reimburse Landlord for the payment of) any of the following, all of which shall be Landlord’s sole obligation hereunder: (a) income (as opposed to rental taxes described in Section 3.3), business, profit, inheritance, estate, succession, gift, franchise or documentary transfer tax which are or may be sufficient to provide imposed on Landlord, in its successors or assigns, by whatever authority imposed or however designated; (b) any tax, assessment, charge or levy imposed or levied upon or assessed against any premises of Landlord other than the aggregateLeased Premises; and (c) any interest or penalties payable as a result of Landlord’s failure to pay any taxes or assessments prior to delinquency, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that except real estate taxes shall and assessments for which Tenant may be payable responsible if they are separately billed to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:Tenant.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the real estate taxes and assessments ("Real Estate Taxes") levied against the Premises paid by Landlord. Real Estate Taxes shall include all real property taxes and assessments levied against the Premises by any governmental or quasi-governmental authority, including any taxes, assessments, surcharges, or service or other fees of a nature not presently in effect which shall hereafter be levied on the Project as a result of the use, ownership or operation of the Project or for any other reason, whether in lieu of or in addition to any current real estate taxes and assessments; provided, however, that any taxes which shall be levied on the rentals of the Building shall be determined as if the Building were Landlord's Tax Expenses Allocable only property and provided further, that in no event shall the term Real Estate Taxes include any federal, state or local income taxes levied or assessed on landlord, unless such taxes are a specific substitute for real property taxes; such term shall, however, include gross taxes on rental and expenses incurred by Landlord for tax consultants and in contesting the amount or validity of any Real Estate Taxes. Assessments shall include any and all so-called special assessments, license tax, business license fee, business license tax, commercial rental tax, levy, charge or tax imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, water, drainage other improvement or special district thereof, against the Project, or any part thereof, or against any legal or equitable interest of Landlord therein. For the purposes of this Lease, any special assessment shall be deemed payable in such number of installments as if actually paid. Landlord shall give Tenant written notice of the amount of Tenant's liability for payment of taxes and assessments hereunder on or before sixty (60) days prior to the Premises delinquency date for payment of such corresponding Tax Year, taxes and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, assessments. Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate Tenant's liability hereunder for taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty and assessments within fifteen (3015) days after of Tenant's receipt of such written notice. Landlord shall pay the date Real Estate Taxes and assessments levied against the Premises prior to delinquency and shall, at Tenant's written request, send Tenant proof that the Real Estate Taxes and assessments have been paid. Landlord may estimate the annual Real Estate Taxes liability of delivery of the foregoing statementTenant and based on Landlord's written estimate, Tenant shall pay to Landlord in the balance of same manner as the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to LandlordCommon Area Expenses described in Paragraph 6(g). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's This Real Estate Tax Expenses, then, Tenant impound shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for reconciled on an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:annual basis.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable to all real estate taxes imposed upon the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling lease year included within the Term at period commencing with the beginning Commencement Date and ending with the expiration of the term of this Lease. For the purpose of this Lease, the term "real estate taxes" shall include any special and general assessments, water and sewer rents and other governmental impositions imposed upon or end against the Premises of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen and unforeseen and each and every installment thereof, Tenant which shall pay to or may during the lease term be levied, assessed or imposed upon or against such Premises and of all expenses, including reasonable attorneys' fees, administrative hearing and court costs incurred in contesting or negotiating the amount, assessment or rate of any such real estate taxes, minus any refund received by Landlord. The real estate taxes for any lease year shall be the real estate taxes for the tax year terminating during said lease year. If any lease year shall be greater than or less than twelve (12) months, as Additional Rentor if the real estate tax year shall be changed, an appropriate adjustment shall be made. If there shall be more than one taxing authority, the product real estate taxes for any period shall be the sum of (i) the real estate taxes for said period attributable to each taxing authority. If, upon the assessment day for real estate taxes for any tax year fully or partly included within the term of this Lease, a portion of such Applicable fraction assessment shall be attributable to buildings in the process of construction, a Tax Year fair and (ii) reasonable adjustment shall be made to carry out the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursintent of this section. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the TermUpon request, Landlord shall render submit to Tenant true copies of the real estate tax bill xxx each tax year or portion of a statement in reasonable detail certified by a representative tax year included within the term of Landlord showing this Lease and shall bill Xxxant for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement amount to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and hereunder. Said bill xxxll be accompanied by a computation of the amount of real estate taxes remaining due from, or overpaid by, payable by Tenant for the year or other period covered and such amount shall be paid by the statement. Within Tenant within thirty (30) days after receipt of said bill. Should the date State of delivery New Jersey or any political subdivision thereof or any governmental authority having jurisdiction thereof, impose a tax and/or assessment (other than an income or franchise tax) upon or against the rentals payable hereunder, in lieu of or in addition to assessments levied or assessed against the foregoing statementdemised premises, Tenant or Premises, then such tax and/or assessment shall pay be deemed to Landlord constitute a tax on real estate for the balance of the amounts, if any, required to be paid pursuant to the above provisions purpose of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:section.

Real Estate Taxes. (a) For each the purposes of paragraph 7.2: "Real Estate Taxes" shall mean the total annual real estate taxes, special and extraordinary assessments and governmental levies against the Real Property of which the Premises are a part. "Base Tax Year falling within Rate" shall mean the Term, Tenant shall pay to Landlordassessed valuation of the Real Property, as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, finally determined following completion of construction and for each fraction issuance of a Tax Year falling within final certificate of occupancy therefor tor such equivalent certification if a certificate of occupancy is not used), multiplied by the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises tax rate for the Tax Year 1988 ("Base Year"). "Tax Year" shall mean the fiscal year for which taxes are levied by the Governmental Authority. "Operational Year" shall mean each calendar year during the Term after the Base Year. "Tenant's Proportionate Share of Increase" shall mean Tenant's Proportionate Share multiplied by the increase in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined Taxes for the first such Operational Year over the Base Tax Rate. "Tenant's Projected Share of Increase" shall mean Tenant's Proportionate Share of Increase for the prior Operational Year or fraction thereof divided by twelve (12) and for each succeeding Tax payable monthly by Tenant to Landlord as Additional Rent. (b) After the expiration of the Base Year or fraction thereof during the Termand any Operational Year, Landlord shall render furnish Tenant a written statement in reasonable detail certified by a representative of Landlord showing the Taxes incurred for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax such Base Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional RentOperational Year, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statementincluding any partial year. Within thirty (30) days after receipt of such statement for any Operational Year setting forth Tenant's Proportionate Share of Increase, Tenant shall pay same to Landlord as Additional Rent, subject to the date provisions of delivery paragraph 7.2(c) hereof. (c) Commencing with the first Operational Year after Landlord shall be entitled to receive Tenant's Proportionate Share of the foregoing statementIncrease, Tenant shall pay to Landlord as Additional Rent for the balance then Operational Year, Tenant's Projected Share of Increase. If the statement furnished by Landlord to Tenant pursuant to Paragraph 7.2(b) at the end of the amountsthen Operational Year shall indicate that Tenant's Projected Share of Increase exceeded Tenant's Proportionate Share of Increase, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts the amount of such excess against Additional Rent next due from it to Tenant Landlord pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Lease. If such statement furnished by Landlord to Tenant to Landlord under this Lease (or refund such portion of hereunder shall indicate that the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share Proportionate Share of LandlordIncrease exceeded Tenant's Tax Expenses, thenProjected Share of Increase for the then Operational Year, Tenant shall be entitled forthwith pay the amount of such excess to receive its proportionate share Landlord. (d) Landlord may take the benefit of the net amount provisions of any refund received statute or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:ordinance permitting any Taxes

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlordpay, as Additional Rentadditional rent, all of the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on and installments of assessments (including interest thereon) attributable to the Buildings land and building of the Site leased premises, including the parking area and abatements any and refunds of all charges or fees imposed by any taxes and assessments. Expenditures City County or State, whether by special assessment or otherwise, for legal fees and for other expenses incurred in seeking the tax refund services rendered or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered in the future to or for the benefit of all or any part of the leased premises and which are due and payable during the term or any renewal term of this Lease to the extent such amount exceeds $16,716.54 for any given year in which such taxes and assessments are due and payable. Such amount shall be paid, upon demand, twenty (20) days in advance of the date they are due and payable. Partial years shall be equitably prorated. Landlord shall have the right, if Landlord’s future mortgagee so requires or if Tenant shall also show be in default with respect to any of the terms or conditions of this Lease, to call for the preceding Tax Year or fraction thereof as the case may be the amounts of Tenant to escrow such real estate taxes already paid by Tenant as Additional Rent, and special assessments and insurance premiums in advance on a monthly basis. Landlord reserves the amount of right to appeal and axxxx the real estate taxes remaining due from, and payable during any year during the term or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions terms of this Section 2.7 Lease and if any such real estate taxes are reduced, Tenant’s obligation shall only be with respect to the preceding Tax Year actual amount so determined (plus reasonable attorneys’ fees and costs incurred in so appealing or fraction thereofabating), or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord)shall receive a rebate from Landlord of any amount in excess thereof. In the event If Landlord succeeds in obtaining a reduction of such does not contest real estate taxes, rates after first consulting with Landlord and receiving Landlord’s consent and approval, Tenant shall have the right, at its own expense and in its own name, or assessments Landlord’s name, to contest any such real estate taxes and seek to axxxx real estate taxes due and payable during any year of the term of this lease, by appropriate proceedings diligently conducted in good faith, but only after payment of such amount and/or item in question unless said payment would operate as a bar to such contest or appeal or interfere materially with the prosecution thereof. Upon final determination of any such proceedings, Tenant shall immediately pay any amount plus interest, fees, penalties or other liability in connection therewith as finally determined in such proceedings to be due. If real estate taxes paid or to be paid by Tenant are reduced or increased, Tenant’s obligation shall only be with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expensesthe actual amount so determined, then, and Tenant shall be entitled to receive its proportionate share of the net amount an equitable a rebate from Landlord of any refund received or reduction obtained by Landlord to the extent allocable to the Term amount in excess of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of said reduced real estate taxes and costs incurred in appealing or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from shall pay the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The increased amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein taxes if they are defined as follows:increased together with the costs incurred in appealing.

Real Estate Taxes. For each Tax Year falling within Xxxxxxxx agrees to pay all general and special taxes, assessments and governmental charges of any kind and nature whatsoever (hereinafter collectively referred to as "Taxes") lawfully levied against the TermBuilding, the real property on which it is situated and the grounds, parking areas, driveways and alleys around the Building. Tenant shall pay to Landlord, Landlord as Additional Rent, additional rent upon demand at the Landlord's Tax Expenses Allocable time the bill for each installment for any tax year applicable to the Premises for Term (or any renewal or extension thereof) issues, Tenant's Proportionate Share of the amount of such corresponding Tax Year, and for taxes applicable to each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of installment less any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already monthly payments paid by Tenant as Additional Rentprovided below for such tax year. Prior to the actual determination of the Taxes for a calendar year, Landlord may, if it so elects and at any time or from time to time during said calendar year, estimate the amount of real estate such Taxes. If, in the estimation of Landlord, such Taxes will exceed the previous year's Taxes, Landlord shall give Tenant written notification of the amount of such estimated excess and Tenant agrees that it will increase its Monthly Installment of Rent subsequent to receipt of such written notification to include such excess. If the total Tenant actually paid for estimated taxes remaining due frompursuant to this Paragraph is more than the actual Tax, or overpaid by, Landlord shall remit the excess to Tenant for the year or other period covered by the statement. Within within thirty (30) days after the date of delivery of the foregoing statementmaking of such determination or, at Landlord's election, credit such amount against the next Monthly Installment of Rent. To be offest solely and proportionately by and savings achieved by appeal. In addition, Tenant shall pay to upon demand Tenant's Proportionate Share of any fees, expenses and cost incurred by Landlord in protesting any assessments, levies or the balance of the amounts, if any, required tax rate to be paid pursuant to offset soley and proportionately by any savings achieved by appeal. Taxes shall include the above provisions following by way of this Section 2.7 illustration, but not limitation: real estate taxes; any other such taxes, charges and assessments which are levied with respect to the preceding Tax Year Building, and any improvements, fixtures and equipment and all other property of Landlord, real or fraction thereofpersonal, located in the Building and used in connection with the operation of the Building and the land upon which they are situated including any payments to any ground lessor in reimbursement of tax payments made by such lessor; fees or Landlord assessments for any governmental services to the Building; service payments in lieu of taxes; dues or assessments payable to any property owners association due to Landlord's ownership of the Building; water and sewer charges; and any gross receipts tax and/or any tax which shall credit any amounts due from it be levied in addition to Tenant or in lieu of real estate, possessory interest or personal properly taxes. Any payment to be made pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments Article with respect to a the real estate tax fiscal year as to in which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant the Lease commences or terminates shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:prorated.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant Real Estate Taxes shall pay to Landlord, be defined as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year all real property taxes and assessments levied by any public authority against the Project; (ii) all personal property taxes levied by any public authority on personal property of Landlord used in the Landlord's Tax Expenses Allocable management, operation, maintenance and repair of the Project, (iii) all taxes, assessments and reassessments of every kind and nature whatsoever levied or assessed in lieu of or in substitution for existing or additional real or personal property taxes and assessments on the Project, or (iv) amounts necessary to be expended because of governmental orders, whether general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind and nature for public improvements, services, benefits or any other purposes which are assessed, levied, confirmed, imposed or become a lien upon the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year Project or fraction thereof become payable during the Term. Further, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions purposes of this Section 2.7 with respect to Article VII, Real Estate Taxes shall include the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against reasonable expenses (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, attorneys’ fees) incurred by Landlord in challenging or obtaining or attempting to obtain a reduction of such Real Estate Taxes, regardless of the outcome of such challenge, and any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Notwithstanding the foregoing, Landlord shall have no obligation to challenge Real Estate Taxes. If as a result of any such challenge, a tax refund is made to Landlord's right , then provided no Event of Default exists under this Lease, the amount of such refund less the expenses of the challenge shall be deducted from Real Estate Taxes due in the Calendar Year such refund is received. In the case of any Real Estate Taxes which may be evidenced by improvement or other bonds or which may be paid in annual or other periodic installments, Landlord shall elect to approve all filings in connection with cause such abatement proceedings (such approval not bonds to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so issued or cause such assessment to be paid in installments over the maximum period permitted by law. Except for the Margin Tax included in Operating Expenses, nothing contained in this Lease shall require Tenant to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide pay any franchise, gift, estate, inheritance or succession transfer tax of Landlord, in or any income, profits or revenue tax or charge, upon the aggregate, a sum equal net income of Landlord from all sources. Tenant hereby waives any and all rights under Section 41.413 of the Texas Tax Code and any other applicable laws to protest appraised values or to receive notice of reappraised values regarding the Project or other property of Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.

Real Estate Taxes. For each Tax Year falling within Section 3.02.D. of the TermLease is hereby amended by deleting the second paragraph in its entirety and substituting the following in lieu thereof: Tenant hereby warrants and represents to Landlord that Tenant has received real estate tax abatements for the Building acceptable to Tenant and waives any right it might have or claim to terminate the Lease based on its obtaining such real estate tax abatement. Tenant understands and agrees that it is responsible for any and all Real Estate Taxes accruing during the Lease Term with regard to the Building and the Land and agrees to indemnify and hold harmless Landlord from and against any and all losses, claims or damages resulting from Tenant's failure to comply with its obligations under this Section or under any agreement between Landlord and Tenant shall pay and the City of Indianapolis, Indiana with respect to Landlordreal estate tax abatement for the Building and Land, as Additional Rentexcept to the extent of such losses, the claims or damages directly resulting from Landlord's Tax Expenses Allocable failure to comply with its obligations under this Section or under any agreement between Landlord and Tenant and the Premises City of Indianapolis, Indiana with respect to real estate tax abatement. Landlord hereby agrees that the full amount which is abated is for such corresponding Tax Yearthe benefit of Tenant. To permit Tenant to take the actions necessary to maintain property tax abatement deductions on the Building, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant Landlord shall pay to Landlord, as Additional Rent, the product of (i) upon reasonable notice from Tenant, execute such Applicable fraction of tax abatement applications, forms, resolutions, agreements, and other materials, provided the same shall be in a Tax Year and form reasonably acceptable to Landlord; (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year upon reasonable notice from Tenant, provide Tenant with information in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 its possession with respect to the preceding Tax Year Building necessary to prepare such applications, forms, resolutions, agreements and other materials; (iii) upon reasonable notice from Tenant, either appear or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from authorize Tenant to appear on behalf of Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation at any public hearing related to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a maintaining real estate tax fiscal year as abatement on the Building; and (iv) shall forward to which Tenant contributed Tenant's share promptly upon receipt any notice of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received assessment or reduction obtained by Landlord change in assessment relating to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:Building.

Real Estate Taxes. For each Tax Year falling within Commencing on the Rent Commencement Date and ending ----------------- on the last day of the Term, Tenant shall pay to Landlord, as Additional Rent, the Landlord's Tax Expenses Allocable an annual charge representing its contribution to the Premises for such corresponding Tax Yearcosts of the real estate taxes and assessments (extraordinary or special), betterments, water and for each fraction of a Tax Year falling within the Term at the beginning or end thereofsewer rents and other governmental impositions and charges presently imposed and any and all which may, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, be levied, assessed or imposed with respect to the Shopping Center ("Real Estate Taxes"). Tenant shall pay Tenant's Pro Rata Share of Real Estate Taxes to Landlord in the form of the Monthly Real Estate Tax Charge. The Monthly Real Estate Tax Charge is the initial estimated charge payable by Tenant to Landlord for Real Estate Taxes, which shall be adjusted as provided for below. Real Estate Charges shall not include income or franchise or gross profits taxes on Landlord or any other taxes imposed or measured by the income or rents received by Landlord. Landlord shall render give Tenant a statement in reasonable detail certified by a representative its estimate of Landlord showing the Real Estate Charge for each subsequent tax fiscal year at least thirty (30) days prior to the commencement of each subsequent tax fiscal year. The actual real property tax for the preceding prior tax fiscal year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may shall be charged against the tax refund or abatement before the adjustments are made used for the purpose of calculating the estimated Real Estate Tax YearCharge for each subsequent tax fiscal year. Said Following receipt of all tax bills and assessment bills attributable to any calendar or fiscal year during the Term hereof, Landlord shall furnish Tenant with a written statement to be rendered to Tenant shall also show of the actual amount of Tenant's Pro Rata Share of Real Estate Taxes for such year. If the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already total amount paid by Tenant as Additional Rentis different than the actual amount owed, and there shall be an appropriate adjustment, with payment being made by the amount applicable party to the other within fifteen (15) days after the rendering of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within Landlord may provide any refund in the form of a credit against the next installment of Real Estate Taxes due from Tenant to Landlord hereunder, or by refund if there is insufficient time remaining in the Term to apply such credit. Landlord's failure to provide the statement called for above in this paragraph shall not release or relieve Tenant of Tenant's obligations under this section or elsewhere in this Lease; provided, however, if Landlord fails to deliver such statement to Tenant on or before the date which such statement must be delivered, Tenant may send a written notice requesting said statement to Landlord and if Landlord fails to send the applicable statement to Tenant within thirty (30) days after receipt of such written request therefor from Tenant, then Tenant may elect to suspend the date monthly payment of delivery of Real Estate Taxes until Landlord delivers the foregoing statement to Tenant; it being understood, acknowledged and agreed, however, that once Tenant receives such statement, Tenant shall pay all such suspended amounts to Landlord the balance and shall thereupon and thereafter pay monthly installments of the amounts, if any, required to be paid pursuant Real Estate Taxes as and when due. Notwithstanding anything to the above provisions of this Section 2.7 contrary herein, with respect to betterments or other extraordinary or special assessments that may, at the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion option of the over-payment as aforesaid if taxpayer, be paid in installments over a period longer than one (1) year, then the Term has ended same shall be deemed paid in installments over the maximum period permitted by the taxing authority and Tenant has no further Tenant's obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate for any one (1) tax fiscal year as to which Tenant contributed Tenant's pay its share of Landlord's Tax Expensessuch special assessments shall only apply to those installments which become actually due and payable (i.e., thenfailing which payment the same would become delinquent), Tenant shall be entitled to receive its proportionate share together with the interest charged thereon by the governmental authority, during that same tax fiscal year. Real Estate Taxes for any fraction of a tax year at the net amount of any refund received commencement or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year Term shall be made monthly at apportioned prorata between the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:parties.

Real Estate Taxes. For each Tax Year falling Tenant shall pay and discharge all Real Estate Taxes payable or accruing for all period(s) within the Term, Tenant shall before failure to pay creates a material risk to LandlordLandlord of forfeiture or penalty, subject however to Tenant’s right of Contest as Additional Rent, the Landlord's Tax Expenses Allocable to the Premises for such corresponding Tax Year, and for each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occursthis Lease expressly provides. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show pay all interest and penalties any Government assesses for late payment of any Real Estate Taxes, except late payment because Landlord failed to remit any payment for Real Estate Taxes (paid to Landlord by Tenant) in accordance with Tenant’s reasonable instructions or failed to promptly forward Tenant a copy of any applicable xxxx that Landlord receives. In the preceding Tax Year or fraction thereof latter case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord give Landlord reasonable proof that Tenant has paid any Real Estate Taxes that this Lease requires Tenant to pay. Tenant shall have the sole right and authority to Contest Real Estate Taxes, in compliance with the Contest Conditions. Notwithstanding the foregoing, (a) Landlord acknowledges and agrees that, as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statementCommencement Date, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 certain Real Estate Taxes are not payable with respect to the preceding Tax Year or fraction thereofPremises due to the tax-exempt status of both Landlord and Tenant; (b) Landlord covenants and agrees that it shall not take any action, or Landlord shall credit fail to take any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against action (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right the failure to approve all filings cooperate with Tenant to file for Tenant’s organizational clearance certificate with the California Board of Equalization), which shall result in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so becoming subject to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:Real Estate

Real Estate Taxes. For each Tax Year falling within Xxxxxxxx agrees to pay all general and special taxes, assessments and governmental charges of any kind and nature whatsoever (hereinafter collectively referred to as "Taxes") lawfully levied against the TermBuilding, the real property on which it is situated and the grounds, parking areas, driveways and alleys around the Building. Tenant shall pay to Landlord, Landlord as Additional Rent, additional rent upon demand at the Landlord's Tax Expenses Allocable time the bill for each installment for any tax year applicable to the Premises for Term (or any renewal or extension thereof) issues, Tenant's Proportionate Share of the amount of such corresponding Tax Year, and for taxes applicable to each fraction of a Tax Year falling within the Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of (i) such Applicable fraction of a Tax Year and (ii) the Landlord's Tax Expenses Allocable to the Premises for the Tax Year in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Buildings and the Site and abatements and refunds of installment less any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already monthly payments paid by Tenant as Additional Rentprovided below for such tax year. Prior to the actual determination of the Taxes for a calendar year, Landlord may, if it so elects and at any time or from time to time during said calendar year, estimate the amount of real estate such Taxes. If, in the estimation of Landlord, such Taxes will exceed the previous year's Taxes, Landlord shall give Tenant written notification of the amount of such estimated excess and Tenant agrees that it will increase its Monthly Installment of Rent subsequent to receipt of such written notification to include such excess. If the total Tenant actually paid for estimated taxes remaining due frompursuant to this Paragraph is more than the actual Tax, or overpaid by, Landlord shall remit the excess to Tenant for the year or other period covered by the statement. Within within thirty (30) days after the date of delivery of the foregoing statementmaking of such determination or, at Landlord's election, credit such amount against the next Monthly Installment of Rent. In addition, Tenant shall pay to upon demand Xxxxxx's Proportionate Share of any fees, expenses and cost incurred by Landlord in protesting any assessments, levies or the balance of the amountstax rate, if any, required to be paid pursuant to offeset solely and proportionately by any savings achieved by appeal. Taxes shall include the above provisions following by way of this Section 2.7 illustration, but not limitation: real estate taxes; any other such taxes, charges and assessments which are levied with respect to the preceding Tax Year Building, and any improvements, fixtures and equipment and all other property of Landlord, real or fraction thereofpersonal, located in the Building and used in connection with the operation of the Building and the land upon which they are situated including any payments to any ground lessor in reimbursement of tax payments made by such lessor; fees or Landlord assessments for any governmental services to the Building; service payments in lieu of taxes; dues or assessments payable to any property owners association due to Landlord's ownership of the Building; water and sewer charges; and any gross receipts tax and/or any tax which shall credit any amounts due from it be levied in addition to Tenant or in lieu of real estate, possessory interest or personal properly taxes. Any payment to be made pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments Article with respect to a the real estate tax fiscal year as to in which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant the Lease commences or terminates shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs on a first dollar basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:prorated.

Real Estate Taxes. For each Tax Year falling within the Term, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Percentage of Taxes (as hereinafter defined) assessed against the Landlord's Tax Expenses Allocable Property (or estimated to the Premises be due by governmental authority) for such corresponding any fiscal tax period (a “Tax Year, and for each fraction ”) during the term of a this Lease (Tenant’s Percentage of Taxes being “Tenant’s Tax Year falling within the Term at the beginning or end thereof, Obligation”). Tenant shall pay to Landlord, as Additional Rent on the first day of each calendar month during the term but otherwise in the manner provided for the payment of Annual Fixed Rent, estimated payments on account of Tenant’s Tax Obligation, such monthly amounts to be sufficient to provide Landlord by the product time Tax payments are due or are to be made by Landlord a sum equal to Tenant’s Tax Obligation, as reasonably estimated by Landlord from time to time on account of (i) such Applicable fraction of a Taxes for the then current Tax Year and communicated to Tenant in writing. If the total of such monthly remittances for any Tax Year is greater than Tenant’s Tax Obligation for such Tax Year, Landlord shall credit such overpayment against Tenant’s subsequent obligations on account of Taxes (iior promptly refund such overpayment if the term of this Lease has ended and Tenant has no further obligations to Landlord); if the total of such remittances is less than Tenant’s Tax Obligation for such Tax Year, Tenant shall pay the difference to Landlord within thirty (30) days after being so notified by Landlord. If, after Tenant shall have made all payments due to Landlord pursuant to this subsection 4.2.1, Landlord shall receive a refund of any portion of Taxes as a result of an abatement of such Taxes by legal proceedings, settlement or otherwise (without either party having any obligation to undertake any such proceedings), Landlord shall pay or credit to Tenant Tenant’s Percentage of that percentage of the Landlord's Tax Expenses Allocable refund (after first deducting any expenses, including attorneys’, consultants’ and appraisers’ fees, incurred in connection with obtaining any such refund except to the Premises extent such expenses were already included in Taxes for the applicable Tax Year) which equals the percentage of the applicable Tax Year included in the term hereof. In the event that the Commencement Date shall occur or the term of this Lease shall expire or be terminated during any Tax Year, or should the Tax Year or period of assessment of real estate taxes be changed or be more or less than one (1) year, or should Tenant’s Percentage be modified during any Tax Year due to a change in which said fraction occurs. Not later than ninety (90) days after Landlord's Tax Expenses Allocable to the rentable area of the Building and/or the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereofotherwise, as the case may be, real estate taxes on then the Buildings and the Site and abatements and refunds amount of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement Tenant’s Tax Obligation which may be charged against the tax refund or abatement before the adjustments are made for the Tax Year. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid otherwise payable by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of provided in this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (x) monthly installments of fixed rent next thereafter coming due or (y) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). In the event Landlord succeeds in obtaining a reduction of such real estate taxes, rates or assessments with respect to a real estate tax fiscal year as to which Tenant contributed Tenant's share of Landlord's Tax Expenses, then, Tenant subsection 4.2.1 shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease. Tenant's entitlement to such refund amount shall survive the expiration of the Term. Landlord will, upon the written request of Tenant, who together with other tenants lease at least fifty (50%) of the Total Rentable Floor Area of the Complex, at Landlord's election either (i) apply for an abatement of real estate taxes or (ii) allow such tenants to apply for abatements in their own name, or in Landlord's name, at their own cost (subject to such tenants' right to recover such costs pro-rated on a first dollar daily basis from the abatement proceeds, if any). If such tenants apply for an abatement of real estate taxes, then Landlord shall have the right to be involved in each step of the abatement process, including, without limitation, Landlord's right to approve all filings in connection with such abatement proceedings (such approval not to be unreasonably withheld) and the right to attend all meetings between Tenant and its representatives and the representatives of the Town of Bedford. In addition, payments by Tenant based on account of Landlord's Tax Expenses Allocable to the Premises anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Landlord's Tax Expenses Allocable to the Premises, at least ten (10) days before the 360 day on which such payments by Landlord would become delinquent. To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Terms used herein are defined as follows:.