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, all of Tenant's Work completed) and the Center (with all of Landlord's Work completed and all of the original tenant improvements to the leasable space within the Center completed) are , assessed by the applicable assessment authority or authorities as a completed project (such first full Lease Year, the "Base Tax Year"), which are not in replacement of improvements damaged or destroyed by fire or other casualty and are not otherwise reasonably required to satisfy an obligation of Landlord hereunder or replace an improvement at the end of its useful life, shall be deducted from the Real Estate Taxes for the Tax Parcel, but only to the extent the construction of such buildings, additions to buildings or improvements would otherwise cause an increase in Real Estate Taxes for the Tax Parcel and the Net Leasable Floor Area of any such new buildings or additions shall be deducted from the Net Leasable Floor Area of the Tax Parcel prior to computation of Tenant's Tax Share of Real Estate Taxes. Section 6.5 Tax Refunds. For purposes of calculating Tenant's Tax Share of Real Estate Taxes under this Article 6, the Real Estate Taxes for any Tax Year shall mean such .. amounts as shall be finally determined after deducting abatements, refunds, rebates or credits, if· any (less the' reasonable and substantiated cost and expense of obtaining the same), plus any interest which the taxing authority may credit on account of the overpayment of Real Estate Taxes, to be payable with respect to the Tax Parcel for such period. Expenses of a tax reduction or abatement proceeding shall include reasonable amounts for attorneys' fees and other I necessary out-of-pocket expenses, but shall not include any amounts paid or payable to the party prosecuting the review or to any person or legal entity having an interest in the Center (or any affiliate thereof) or to any employee of any of them or to any third party contractor to "review" bills or assessments. Landlord shall not be entitled to reimbursement of the expenses of tax abatement proceedings conducted by Landlord other than out of the proceeds of the tax abatement successfully obtained, except if such tax abatement proceedings are initiated at Tenant's demand under Section 6.6 (in which event, such expenses may be included in Real Estate Taxes). If Landlord should obtain a tax abatement allocable to any Tax Year, all or a portion of which is included in the Term, Landlord's obligation upon Landlord's prompt reconciliation of Tenant's obligations for Real Estate Taxes with respect to such Tax Year, to reimburse all or a portion of Tenant's payment of Real Estate Taxes for such Tax Year, shall survive the expiration or earlier termination of this Lease. Section 6.6 Rie:ht to Contest Taxes. If Tenant desires to initiate any proceedings to obtain an abatement or reduction of any Real Estate Taxes assessed against the Premises, the Building or the Center, Tenant must first notify Landlord, in writing, of Tenant's desire to pursue such action, which notice shall include a detailed explanation of the factual and legal basis for the abatement or reduction. After the notice is sent, Landlord shall have thirty (30) days to notify Tenant whether Landlord wishes to pursue the action on its accord. Should Tenant fail to receive such written notice from Landlord within the prescribed period, Tenant may initiate and prosecute the action, in which event Tenant shall use reasonable efforts to obtain a reduction in Real Estate Taxes. In cOlmection with any such proceeding, Landlord shall cooperate with Tenant, including the joining in, and signing of, any protest or pleading which Tenant may deem it advisable to file. Tenant keep Landlord informed of the status of its tax review and not terminate or withd~aw the same without Landlord's prior written consent, not to be unreasonably withheld or delayed. If Landlord elects to initiate the proceeding, Landlord shall use reasonable 28 CHG02:3091375.v8 . -..,.............