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<br /> , efforts to obtain a reduction in Real Estate Taxes. Landlord shall keep Tenant informed of the <br /> status of its tax review and not terminate or withdraw the same without Tenant's prior written <br /> , consent, not to be unreasonably withheld or delayed. Landlord shall also permit Tenant to <br /> present to the taxing authority any information pertaining to the basis for establishing the <br /> assessed valuation of the Premises. Landlord and Tenant shall confer with each other and <br /> cooperate in good faith and in a commercially reasonable manner in connection with any <br /> proceedings or other efforts to reduce or minimize ". Real Estate Taxes, whether initiated by <br /> Tenant or Landlord. <br /> Section 6.7 Imurovement or Suecial Assessment District. If at any time after the <br /> Effective Date, any Governmental Authority shall undertake to create any improvement or <br /> special assessment district with boundaries that encompass all or any portion of the Center or the <br /> Premises (including, without limitation, a special assessment district or improvement district for <br /> or in connection with the development, financing, construction and/or maintenance of the <br /> " Parking Facility), Tenant may appear in any proceeding relating thereto. Landlord shall not, <br /> request, support (directly or indirectly) or approve the creation of any such improvement or <br /> special assessment district, the inclusion of the Center therein, or the taxes, levies or assessments <br /> thereunder, without obtaining the prior written approval of Tenant. Tenant may also exercise all <br /> of Landlord's rights to exclude the Center from the proposed improvement or assessment district <br /> or reduce the amount of the proposed levy. If (and only if) approved by Tenant, the taxes, <br /> assessments and levies under such improvement or special assessment districts shall be included <br /> in "Real Estate Taxes" hereunder. Landlord shall promptly advise Tenant of the receipt of any <br /> notice or other information relating to the proposed creation of any such improvement or special <br /> assessment district with boundaries that encompass any portion of the Premises. If any Real <br /> Estate Taxes imposed on the Premises to finance any improvement made or proposed by such <br /> district shall be payable in a lump sum during the last ten (10) Lease Years, and Tenant is of the <br /> opinion that all or a portion of the benefit to be conferred by such improvement shall accrue to <br /> Landlord after the expiration of the Term, then Tenant and Landlord shall endeavor to determine <br /> the apportionment of such Real Estate Taxes and the share thereof to be bomeby each. If the <br /> parties shall be unable to agree upon the proper apportionment, such apportionment shall be <br /> determined by arbitration in accordance with the provisions of Section 18.5 hereof. In no event <br /> shall the exercise of Tenant's rights under Section 6.7 adversely affect any rights Landlord may <br /> have to exclude the Center or the Premises from the proposed improvement or assessment <br /> district or reduce the amount of the proposed levy. <br /> Section' 6.8 Tax Incentive Programs. If a program exists which will result in a total <br /> or partial exemption from, or abatement or reduction of Real Estate Taxes assessed or to be <br /> assessed against the Center, then upon Tenant's request, Landlord shall use reasonable efforts to <br /> have the Tax Parcel participate in the benefits of such program. In no event shall the exercise of <br /> Tenant's rights under this Section 6.8 adversely affect Landlord's ability to seek any reduction in <br /> Real Estate Taxes attributable to the Center nor shall any obligation of Landlord to cooperate <br /> with Tenant pursuant to this .Section 6.8 require Landlord to incur any costs which are not <br /> reimbursable by the tenants and occupants of the Center. <br /> 29 <br /> CHG02:3091375.v8 <br /> . -,.,. ,-. <br />