Common use of Real Property Taxes Clause in Contracts

Real Property Taxes. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.

Real Property Taxes. Notwithstanding anything Tenant agrees to pay its pro rata share of all general and special real property taxes and assessments and governmental levies and charges of any and every kind, nature and sort whatsoever, ordinary and extraordinary, foreseen and unforeseen, and substitutes therefor or supplements thereto, including the cost to Landlord of any appeals or contests of any taxes or assessments, except any inheritance, estate, succession, transfer or gift tax imposed on Landlord or any income tax specifically payable by Landlord as a separate tax-paying entity without regard to Landlord’s income source as arising from or out of the Entire Premises (collectively “Real Property Taxes”), which may be levied or assessed by any lawful authority against the Entire Premises applicable to the contrary in this Agreement, period from the Parties acknowledge that certain commencement of the Seller Parties have appealed certain real property Taxes attributable Term until the expiration or sooner termination of this Lease. Tenant’s pro rata share shall be apportioned according to the Propertiesfloor area of the Premises as it relates to the total leasable floor area of the Building or buildings located within the Entire Premises (including the Premises). Such Seller Parties Notwithstanding the foregoing provisions, if the Real Property Taxes arc not levied and assessed against the Entire Premises by means of a single tax bxxx (i.e., if the Entire Premises is separated into two (2) or more separate tax parcels for purposes of levying and assessing the Real Property Taxes), then, at Landlord’s option, Tenant shall pay Tenant’s pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Building containing the Premises is located. Tenant’s pro rata share under such circumstances shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior apportioned according to the Closing Date floor area of the Premises as it relates to the total leasable floor area of the Building or buildings situated in the separate parcel in which the Premises are located. All Real Property Taxes for the tax year in which the Term commences and such appeals; provided for the tax year in which this Lease terminates shall be apportioned and adjusted so that such Seller Parties Tenant shall not be responsible for taxes and assessments for a period of time occurring prior to the time the Term commences or subsequent to the Term. The amount to be paid pursuant to the provisions of this Section 8.01 shall be paid monthly in advance without demand or offset as estimated by Landlord based on the most recent tax bills and estimates or reappraised values (if reappraisal is to occur), commencing with the month (or receive partial month on a prorated basis if such be the benefit ofcase) that the Term commences. If at any such Taxes (time during the Term, a tax, fee or rebates excise is levied or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, assessed by any political body against Landlord on account of such Taxes (rent payable to Landlord hereunder, the square footage of the Premises, the act of entering into this Lease or rebates the occupancy of Tenant or refunds). If such Seller Parties are entitled to the benefit of any rebate other tax however described or refund pursuant to the preceding sentence, then upon receipt any tax based on or measured by or expenditures made by Tenant on behalf of Purchaser Landlord, including the so-called value added tax, such tax, fee or its Affiliates excise shall be considered “Real Property Taxes” for purposes of any this Section 8.01, and shall be payable in full by Tenant. At Landlord’s option, such rebate taxes, fees or refund, Purchaser excises shall be payable monthly in advance on an estimated basis as provided in this Section 8.01 or shall be payable within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as days after Tenant’s receipt of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtax bxxx therefor from Landlord.

Real Property Taxes. As Additional Rent and in accordance with Paragraph 4.D of this Lease, Tenant shall pay to Landlord, monthly in advance or as they become due, pursuant to statements submitted by Landlord, Tenant’s Proportionate Share of all Real Property Taxes relating to the Premises accruing with respect to the Premises during the Term of this Lease and the Extended Term (if any). The term “Real Property Taxes” shall also include supplemental taxes related to the period of Tenant’s Term whenever levied, including any such taxes that may be levied after the Term has expired. In the event the Premises leased hereunder consist of only a portion of the entire tax parcel, Tenant shall pay to Landlord monthly in advance or as they become due, pursuant to statements submitted to Tenant by Landlord, Tenant’s Proportionate Share of such real estate taxes allocated to the Premises by square footage or other reasonable basis as calculated and determined by Landlord. If the tax billing pertains 100% to the Premises, and Landlord chooses to have Tenant pay said real estate taxes directly to the Tax Collector, then in such event it shall be the responsibility of Tenant to obtain the tax and assessments bills and pay, no less than ten (10) days prior to delinquency, the applicable real property taxes and assessments pertaining to the Premises, and failure to receive a xxxx for taxes and/or assessments shall not provide a basis for cancellation of or non-responsibility for payment of penalties for nonpayment or late payment by Tenant The term “Real Property Taxes”, as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Premises) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Premises; or parking areas, public utilities, or energy within the Premises; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises and (iii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the Term of this Lease the taxation or assessment of the Premises prevailing as of the Commencement Date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Premises, on Landlord’s business of leasing the Premises, or computed in any manner with respect to the operation of the Premises, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Premises, then only that part of such Real Property Tax that is fairly allocable to the Premises shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding the foregoing, the term “Real Property Taxes” shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources. Notwithstanding anything to the contrary above , it is agreed that if any special assessments for capital improvements are assessed, and if Landlord has the option to either pay the entire assessment in this Agreementcash or go to bond, and if Landlord elects to pay the entire assessment in cash in lieu of going to bond, the Parties acknowledge that certain entire portion of the Seller Parties assessment assigned to Tenant’s Leased Premises will be prorated over the same period that the assessment would have appealed certain real property Taxes attributable been prorated had the assessment gone to bond (including interest) and Tenant shall pay its Proportionate Share over the Properties. Such Seller Parties shall be responsible for, and shall receive Term remaining in the benefit Lease (including the Extended Lease Term if said Lease Term is extended for any reason whatsoever) as Additional Rent on the first day of the remaining months in the Lease Term (less any portion thereof to which a Tenant as may be entitledextended), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.

Real Property Taxes. Tenant shall pay directly to the applicable tax collector ("Tax Collector") and prior to delinquency all Real Property Taxes (as hereinafter defined) which become due during the Lease Term, as Additional Rent. The term "Real Property Taxes" as used herein shall mean (1) all taxes, assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Premises or the Project) now or hereafter imposed by any governmental or quasi- governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to (a) the value, occupancy, or use of, all or any portion of the Premises or the Project (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein, including Landlord's interest in this Lease; or (b) any improvements located on the Premises or the Project (regardless of ownership); and (2) all area wide taxes, charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Project. If at any time during the Lease Term the taxation or assessment of the Project prevailing as of the Commencement Date shall be altered so that in lieu of or in addition to any Real Property Taxes described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (a) on the value, use or occupancy of the Project or Landlord's interest therein; (b) on or measured by the gross receipts, income or rentals from the Project; (c) on Landlord's business of leasing the Premises; or (d) computed in any manner with respect to the operation of the Premises or the Project, then any such tax or charge, however designated, shall be included within the meaning of the term "Real Property Taxes". Notwithstanding the foregoing, the term "Real Property Taxes" shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord's income from all sources. Notwithstanding anything to the contrary in within this AgreementParagraph 10.1, the Parties acknowledge it is agreed that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible forif any special assessments for capital improvements are assessed, and if Landlord has the option to either pay the entire assessment in cash or go to bond, Landlord shall receive the benefit of (less any portion thereof elect to which go to bond so that Tenant will pay such special assessment in installments rather than in a lump sum. It is additionally agreed that Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, at Tenant's sole cost and expense, to contest with any taxing authority or appellate body the imposition or amount of any Real Property Tax, but any such contest shall not excuse Tenant from any of its obligations hereunder as to paying any such Real Property Tax when payable hereunder. In addition, Landlord agrees to consult with Tenant in advance of any contemplated change in ownership of the obligationProject so as to have the benefit of Tenant's recommendations, toif any, as applicableto any possible way to avoid any reassessment of the Project, initiate, control, and continue (but not settle or compromise, except as expressly provided below) regardless of any such appeal or related proceedings which are pending as of the date of this Agreementconsultation, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser Landlord shall have the rightno obligation to Tenant to follow, but not the obligationor any liability to Tenant for failing to follow, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldrecommendations of Tenant.

Real Property Taxes. Notwithstanding anything Tenant shall pay to Landlord in equal estimated monthly installments, all Real Property Taxes relating to the contrary Premises, which shall be considered as Additional Rent payable in accordance with Section 5 of this Agreement, Lease. In the Parties acknowledge that certain event the Premises leased hereunder consists of only a portion of the Seller Parties have appealed certain real property entire parcel being taxed, Tenant shall pay to Landlord the proportionate share of such Real Property Taxes attributable allocated to the PropertiesPremises during the Lease Term by square footage or other reasonable basis as calculated and determined solely by Landlord. Such Seller Parties The term “Real Property Taxes,” as used herein, shall be responsible formean and include (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including, without limitation, all installments of principal and interest required to pay any general or special assessments for public improvements, and shall receive any increases resulting from reassessments caused by any change in ownership of the benefit Premises or otherwise) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy, or use of (less all or any portion thereof of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in or about the Premises; and landscaping areas , walkways, parking areas, public utilities, or energy within the Premises; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises; and (iii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord or Tenant in reasonably contesting any Real Property Tax and in negotiating with public authorities as to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)Real Property Tax. If such Seller Parties are entitled to at any time during the benefit term of any rebate this Lease the taxation or refund pursuant to assessment of the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending Premises prevailing as of the commencement date of this AgreementLease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, including assessed or imposed (whether by reason of a change in the employment method of counsel reasonably satisfactory taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Premises, on Landlord’s business of leasing the Premises, or based on vehicular ownership, parking, employment, production or the like, or computed in any manner with respect to Purchaserthe operation or existence of the Premises, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based in part upon property or rents unrelated to the Premises, then only that part of such Real Property Tax that is fairly allocable to the Premises shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding the foregoing, the term “Real Property Taxes” shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources. If the tax billing pertains entirely to the Premises, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party Landlord elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt by written notice to Purchaser Tenant to have Tenant pay such Real Property Taxes directly to the Tax Collector, then in such event it shall be the responsibility of such electionTenant to obtain all tax and assessment bills pertaining to the Premises, andand to pay (prior to delinquency) all Real Property Taxes pertaining to the Premises, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal and all interest and penalties (if any) for non-payment or related proceeding and the settlement or compromise late payment thereof. A Seller Party may not settle Failure to request or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent receive a xxxx for taxes and/or assessments shall not unreasonably be withheldalter or extinguish Tenant’s responsibility to pay the above.

Real Property Taxes. Notwithstanding anything As Additional Rent and in accordance with Paragraph 4.D of this Lease, Tenant shall pay to Landlord (or if Landlord so directs, directly to the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods Collector prior to the Closing Date delinquency date) all Real Property Taxes relating to the Premises accruing with respect to the Premises during the Term of this Lease and the Extended Term (if any). The term “Real Property Taxes” shall also include supplemental taxes related to the period of Tenant’s Term whenever levied, including any such appealstaxes that may be levied after the Term as expired. In the event the Premises leased hereunder consist of only a portion of the entire tax parcel, Tenant shall pay to Landlord, monthly in advance or as they become due, pursuant to statements submitted to Tenant by Landlord, Tenant’s Proportionate Share of such real estate taxes allocated to the Premises by square footage or other reasonable basis as calculated and determined by Landlord. If the tax billing pertains 100% to the Premises, and Landlord chooses to have Tenant pay said real estate taxes directly to the Tax Collector, then in such event Landlord agrees to obtain and forward to Tenant the relevant tax and assessments bills and Tenant shall pay, prior to delinquency, the applicable real property taxes and assessments pertaining to the Premises. The term “Real Property Taxes”, as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Premises) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Premises; or parking areas, public utilities, or energy within the Premises; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises, provided that such Seller Parties shall charges, levies or fees are not be responsible imposed as a penalty for the specific acts of any third party not related to Tenant; and (or receive the benefit ofiii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord in reasonably contesting any such Taxes (or rebates or refunds) Real Property Tax and in negotiating with public authorities as to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)any Real Property Tax. If such Seller Parties are entitled to at any time during the benefit Term of any rebate this Lease the taxation or refund pursuant to assessment of the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending Premises prevailing as of the date Commencement Date of this AgreementLease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, including assessed or imposed (whether by reason of a change in the employment method of counsel reasonably satisfactory to Purchasertaxation or assessment, and shall promptly provide to Purchaser all material information relating to such appeals creation of a new tax or proceedings as and when such information becomes known to a Seller Partycharge, together with such or any other information as Purchaser may reasonably request; providedcause) an alternate or additional tax or charge (i) on the value, however, if a Seller Party elects not to control any such appeal use or related proceeding, then such Seller Party shall give prompt written notice to Purchaser occupancy of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal Premises or related proceeding and the settlement Landlord’s interest therein or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.Initial: DWD/JA

Real Property Taxes. Notwithstanding anything Commencing on the Rent Commencement Date and on the first day of each month during the Lease Term thereafter, Tenant shall pay to Landlord as Additional Rent, in advance, an amount obtained by dividing by twelve (12) Tenant’s Proportionate Share of the contrary Real Property Taxes. If, on the first day of the month in this Agreementquestion, the Parties acknowledge that certain amount of any tax payable during the then current calendar year shall not have been determined by the taxing authority, then the Real Property Taxes then payable by Tenant shall be based on the amount of the Seller Parties have appealed certain real property Taxes attributable corresponding tax for the immediately preceding tax year subject to immediate adjustment when the Properties. Such Seller Parties amount of such tax shall be responsible fordetermined and billed by Landlord, in which event Tenant shall pay the amount required to be paid as a result of said adjustment within thirty (30) days following Tenant’s receipt of a xxxx therefor. Notwithstanding the foregoing, (i) as to any special assessments which may be paid in annual installments, only the amount of such annual installment (with appropriate proration for any partial year) shall be included within the computation of Tenant’s Proportionate Share of the Real Property Taxes for any particular year, and if such assessment may not be paid in installments, Tenant shall receive only be responsible for Tenant’s Proportionate Share of the benefit amortized portion, based on the useful life of the improvement under New Jersey Law and the remaining term of the Lease, including any exercised renewal options; (less any portion thereof to which a ii) Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for any future rent tax and (or receive the benefit ofiii) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldresponsible for any fines, penalties or late fees for the late payment of Real Estate Taxes by Landlord. .

Real Property Taxes. Notwithstanding anything to Tenant shall pay Landlord, as Additional Rent in the contrary in this Agreementmanner described below, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to Tenant’s Pro Rata Share of Real Property Taxes payable by Landlord for the portion Office Unit in any full or partial calendar year. “Real Property Taxes” shall mean real and personal property taxes, assessments, including omit tax, and other governmental impositions and charges of such rebate every kind and nature, now or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Partyhereafter imposed, including surcharges with respect thereto and interest thereon, if Landlord, at its expensesole option, shall elects to amortize assessments over a period exceeding one year, which may during the Term of this Lease be levied, assessed, imposed, or otherwise become due and payable with respect to the Office Unit, including the tenant improvements, and the Office Unit and all improvements, fixtures, and equipment thereon, or the use, occupancy or possession thereof; taxes on property of Tenant which have not been paid by Tenant directly to the righttaxing authority; any taxes levied or assessed upon or measured by the Condominium, the Premises, or the Office Unit, or any amounts received by Landlord in connection therewith or hereunder, but not including any federal or state net income, estate, or inheritance tax imposed upon the obligationLandlord, toall determined with respect to the period for which such taxes are (or would have been if timely levied) due and payable; and any taxes levied or assessed in lieu of, or as applicablea substitute for, initiatethe foregoing in whole or part. Notwithstanding the foregoing, controlReal Property Taxes shall not include: (a) any inheritance, estate, succession, transfer, gift, franchise, or capital stock tax; (b) any gross or net income taxes; (c) any excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it; or (d) Real Property Taxes assessed against the Property for periods of time prior to the Commencement Date. Landlord shall provide a copy of the tax xxxx to Tenant upon request. All special assessments shall be deemed paid by Landlord over the maximum payment period allowed by applicable law and Tenant shall be liable for its pro rata share of the minimum annual payment thereon. If, after Tenant shall have made a payment of real estate taxes, Landlord shall have received a refund of any portion of the real estate taxes, Landlord shall credit to Tenant an amount equal to Tenant’s proportionate share of the net refund, after deducting Tenant’s proportionate share of all reasonable expenses incurred in obtaining such refund. Notwithstanding the foregoing, if the Office Unit is sold within three years of the Commencement Date, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceedingsale causes an increase in real estate taxes, then real estate tax increases shall be capped at five percent (5) annually for the two years following such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldsale.

Real Property Taxes. Tenant shall pay during the Term hereof Tenant’s Percentage of Real Estate Taxes for the Building, as indicated above in Section 1.1, with respect to Real Estate Taxes incurred by Landlord in any tax year. Landlord and Tenant acknowledge and agree that Landlord receives one xxxx for Real Estate Taxes for the entire Industrial Park and that the Real Estate Taxes shown on such xxxx shall be allocated by Landlord among all of the buildings comprising the Industrial Park in good faith and in a fair and reasonable manner with respect to all parcels in the entire Industrial Park. Upon Landlord’s receipt of any tax xxxx, Landlord shall provide a copy to Tenant. The term “Real Estate Taxes” means the aggregate of all real estate taxes and any other governmental impositions which Landlord is required to pay based upon the value of or gross rents from the Property, general or special assessments, charges for sewer use or other governmental services, special district fees or taxes, and any other governmental fees and assessments imposed upon the Property, exclusive only of income and franchise taxes, whether or not such Real Estate Taxes exist or apply on the Commencement Date. Any assessments which can be paid in installments by Landlord shall be paid by Landlord in the maximum number of installments permitted by law and not included in Real Estate Taxes except in the year in which the assessment is actually paid. Notwithstanding anything to the contrary contained in this AgreementLease, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties following shall be responsible for, excluded from Real Estate Taxes and shall receive be paid solely by Landlord: inheritance, estate, succession, transfer, gift, franchise, or capital stock tax, or any income taxes arising out of or related to ownership and operation of income-producing real estate, or any excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it; any increase in taxes and assessments resulting from Landlord’s sale of, or other transfer of its interest in, the benefit of (less any portion thereof to which a Tenant may be entitled)Building or the Industrial Park; and assessments, any additional real property Taxes and any Tax rebates charges, taxes, rents, fees, rates, levies, excises, license fees, permit fees, inspection fees, or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (other authorization fees or receive the benefit of) any such Taxes (or rebates or refunds) charges to the extent allocable to or caused by the Unadjusted Purchase Price was adjusted downward development or installation of on- or off-site improvements or utilities (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for thereinincluding without limitation street and intersection improvements, on account roads, rights of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentenceway, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, controllighting, and continue (but not settle signalization) necessary for the development or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as construction of the date Building, or any past, present or future system development reimbursement schedule or sinking fund related to any of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldforegoing.

Real Property Taxes. As Additional Rent and in accordance with Paragraph 4E of this Lease, Tenant shall pay to Landlord, or if Landlord so directs, directly to the applicable tax collector ("Tax Collector"), all Real Property Taxes relating to the Premises accruing with respect to the Premises commencing on the Lease Commencement Date and throughout the Lease Term, including any Extended Term. In the event the Premises leased hereunder consist of only a portion of the entire tax parcel, Tenant shall pay to Landlord as they become due, pursuant to statements submitted to Tenant by Landlord, Tenant's proportionate share of such Real Property Taxes allocated to the Premises by square footage or other reasonable basis as calculated and determined by Landlord. If the tax billing pertains 100% to the Premises, and Landlord chooses to have Tenant pay said Real Property Taxes directly to the Tax Collector, then in such event it shall be the responsibility of Tenant to obtain the bills and pay, prior to delinquency, the applicable Real Property Taxes pertaining to the Premises, and failure to receive a bill for taxes and/or assessments shall not provide a baxxx for cancellation of or non-responsibility for payment of penalties for nonpayment or late payment by Tenant. The term "Real Property Taxes", as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Complex) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of the Complex (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein; any improvements located within the Complex (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Complex; or parking areas, public utilities, or energy within the Complex; (ii) all area wide taxes, charges, levies or fees imposed by reason of environmental regulation or other governmental control, including, but not limited to, any taxes, charges, levies or fees related to on-site originated Hazardous Materials contamination caused or contributed to by Tenant's Hazardous Materials Activities; and (iii) all costs and fees (including reasonable attorneys' fees) incurred by Landlord in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the Lease Term the taxation or assessment of the Complex prevailing as of the Lease Commencement Date shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Complex or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Complex, on Landlord's business of leasing the Complex, or computed in any manner with respect to the operation of the Complex, then any such tax or charge, however designated, shall be included within the meaning of the term "Real Property Taxes" for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Complex, then only that part of such Real Property Tax that is fairly allocable to the Complex shall be included within the meaning of the term "Real Property Taxes." Notwithstanding the foregoing, the term "Real Property Taxes" shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord's income from all sources or penalties incurred as a result of Landlord's negligence, inability or unwillingness to make payments of, and/or to file any tax or informational returns with respect to any Real Property Taxes when due. Notwithstanding anything within this Paragraph 12, it is agreed that if any special assessments for capital improvements are assessed, and if Landlord has the option to either pay the entire assessment in cash or go to bond, and if Landlord elects to pay the entire assessment in cash in lieu of going to bond, the entire portion of the assessment assigned to Tenant's Premises will be prorated over the same period that the assessment would have been prorated had the assessment gone to bond. It is additionally agreed that Tenant shall have the right, at Tenant's sole cost and expense, to contest with any taxing authority or appellate body the imposition or amount of any Real Property Tax, but any such contest shall not excuse Tenant from any of its obligations hereunder as to paying any such Real Property Tax when payable hereunder. Notwithstanding anything to the contrary in this AgreementLease, in the Parties acknowledge that certain event prior to the Lease Commencement Date there is an interim or supplemental reassessment of the Seller Parties Premises based upon the added value of the Shell Improvements or Interior Improvements leased hereunder, then Tenant shall pay no later than five days prior to its delinquency date, any and all such interim or supplemental taxes (but no penalties or interest in connection therewith provided Tenant has prior thereto paid the applicable Real Property Taxes when required by the terms of this Lease) that have appealed certain real property Taxes been levied against the Premises and are attributable to the Properties. Such Seller Parties shall be responsible for, added value of the Shell Improvements and shall receive Interior Improvements (as defined in the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods Construction Agreement) during the period prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldsaid Lease Commencement Date.

Real Property Taxes. Notwithstanding anything Tenant agrees to pay its pro rata share of all general and special real property taxes and assessments and governmental levies and charges of any and every kind, nature and sort whatsoever, ordinary and extraordinary, foreseen and unforeseen, and substitutes therefor or supplements thereto, including the cost to Landlord of any appeals or contests of any taxes or assessments, except any inheritance, estate, succession, transfer or gift tax imposed on Landlord or any income tax specifically payable by Landlord as a separate tax-paying entity without regard to Landlord’s income source as arising from or out of the Entire Premises (collectively “Real Property Taxes”), which may be levied or assessed by any lawful authority against the Entire Premises applicable to the contrary in this Agreement, period from the Parties acknowledge that certain commencement of the Seller Parties have appealed certain real property Taxes attributable Term until the expiration or sooner termination of this Lease. Tenant’s pro rata share shall be apportioned according to the Propertiesfloor area of the Premises as it relates to the total leasable floor area of the Building or buildings located within the Entire Premises (including the Premises). Such Seller Parties Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the Entire Premises by means of a single tax bxxx (i.e., if the Entire Premises is separated into two (2) or more separate tax parcels for purposes of levying and assessing the Real Property Taxes), then, at Landlord’s option, Tenant shall pay Tenant’s pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Building containing the Premises is located. Tenant’s pro rata share under such circumstances shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior apportioned according to the Closing Date floor area of the Premises as it relates to the total leasable floor area of the Building or buildings situated in the separate parcel in which the Premises are located. All Real Property Taxes for the tax year in which the Term commences and such appeals; provided for the tax year in which this Lease terminates shall be apportioned and adjusted so that such Seller Parties Tenant shall not be responsible for taxes and assessments for a period of time occurring prior to the time the Term commences or subsequent to the Term. The amount to be paid pursuant to the provisions of this Section 8.01 shall be paid monthly in advance without demand or offset as estimated by Landlord based on the most recent tax bills and estimates or reappraised values (if reappraisal is to occur), commencing with the month (or receive partial month on a prorated basis if such be the benefit ofcase) that the Term commences. If at any such Taxes (time during the Term, a tax, fee or rebates excise is levied or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, assessed by any political body against Landlord on account of such Taxes (rent payable to Landlord hereunder, the square footage of the Premises, the act of entering into this Lease or rebates the occupancy of Tenant or refunds). If such Seller Parties are entitled to the benefit of any rebate other tax however described or refund pursuant to the preceding sentence, then upon receipt any tax based on or measured by or expenditures made by Tenant on behalf of Purchaser Landlord, including the so-called value added tax, such tax, fee or its Affiliates excise shall be considered “Real Property Taxes” for purposes of any this Section 8.01, and shall be payable in full by Tenant. At Landlord’s option, such rebate taxes, fees or refund, Purchaser excises shall be payable monthly in advance on an estimated basis as provided in this Section 8.01 or shall be payable within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as days after Tenant’s receipt of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtax bxxx therefor from Landlord.

Real Property Taxes. Notwithstanding anything (a) Photronics shall pay, as additional rent, all real property taxes levied or assessed by, or becoming payable to any governmental authority having jurisdiction, for or in respect of the Premises, for each tax period wholly included in the period after the date hereof and before the expiration of the term. All such payments shall be made directly to the contrary in this Agreement, authority charged with the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (collection thereof not less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within than ten (10) days’ pay to such Seller Parties an amount equal business days prior to the portion earlier of the last date on which the same may be paid without interest or penalty or upon which it would otherwise be deemed “delinquent” as provided in Section 6.3. In the event that such bills are delivered to Micron, Micron shall promptly deliver copies thereof to Photronics. Photronics shall provide to Micron at least seven (7) Business Days prior to the due date for payment of such rebate taxes, a copy of a receipted tax bxxx or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel other documentary evidence reasonably satisfactory to PurchaserMicron, showing the amount of the taxes due and the payment of same as required herein. For any fraction of a tax period included in the period between the date hereof and the expiration of the term, Photronics shall pay to Micron, within thirty (30) days after receipt of Micron’s invoice therefor, that portion of the total taxes levied or assessed or becoming payable which is allocable to such included period, determined by multiplying the total taxes by a fraction whose denominator is the number of days in the tax period and whose numerator is the number of days in the period between the date hereof and the expiration of the term. In the event Photronics fails to pay any real property tax bxxx before the delinquency date thereof, Micron may, but need not, pay the same on behalf of Photronics and such amount thereafter shall become immediately due and payable as additional rent by Photronics to Micron upon delivery of Micron’s written demand therefor. The obligation of Photronics pursuant to this Section 6.1 shall extend to any increase in real property taxes resulting from any reassessment of the Premises and shall promptly provide survive the expiration or termination of this Lease. For the purposes of this Article VI, real property taxes which are levied on a fiscal year (which is different from a calendar year) basis shall be deemed to Purchaser all material information relating apply one-twelfth (1/12) to each calendar month in such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldfiscal year.

Real Property Taxes. Notwithstanding anything Tenant shall pay all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments and any and all assessments under any covenants, conditions and restrictions affecting the Premises (collectively "Real Property Taxes") which may be levied or assessed against the Premises applicable to the contrary in period from the Early Occupancy Date with respect to Parcel 1, and the Actual Commencement Date for Parking Lot with respect to Parcel 2, until the expiration or sooner termination of this AgreementLease. Notwithstanding the foregoing provisions, if the Parties acknowledge that certain Real Property Taxes are not levied and assessed against the Premises as separate tax parcels, then Tenant shall pay Tenant's pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the Seller Parties have appealed certain real property Taxes attributable separate tax parcel on which the Premises are located. Tenant's pro rata share under such circumstances shall be apportioned according to the Propertiesfloor area of the Premises as it relates to the total leasable floor area of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. Such Seller Parties Tenant reserves the right to approve any assessment of public improvements that may affect the Premises to the extent Landlord has such night. Any future assessments for public improvements may be paid by Landlord in full or in installments, but Tenant's contribution will be determined and payable based on the assumption that such assessments were allowed to go to bond and became payable in installments. All Real Property Taxes for the tax year in which the Early Occupancy Date and the Actual Commencement Date for Parking Lot occur and for the tax year in which this Lease terminates shall be responsible for, apportioned and shall receive the benefit of (less any portion thereof to which a adjusted so that Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for any Real Property Taxes for a period of time occurring prior to the Early Occupancy Date and the Actual Commencement Date for Parking Lot or subsequent to the expiration of the Lease term. Tenant agrees to pay to the taxing authority entitled thereto the total Real Property Taxes due. Any of said payments to be made directly to the taxing authority shall be made prior to the delinquency date established by the taxing authority, and Tenant shall, concurrently with such payment, deliver evidence of such payment to Landlord. Failure of Tenant to pay said Real Property Taxes as and when herein specified shall, in addition to all other rights and remedies of Landlord hereunder, subject Tenant to any fine, penalty, interest, or cost which Landlord may incur as a result thereof. Tenant shall, within thirty (or receive the benefit of30) days after demand, reimburse Landlord for any such Taxes (fine, penalty, interest, or rebates cost, together with interest thereon at the Interest Rate. If at any time during the Term under the laws of the United States, or refunds) to the extent state, county, municipality, or any political subdivision thereof in which the Unadjusted Purchase Price was adjusted downward (Premises is located, a tax or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of such Taxes (rent payable to Landlord hereunder or rebates any tax based on or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt measured by or expenditures made by Tenant on behalf of Purchaser Landlord, such tax or its Affiliates excise shall be considered "Real Property Taxes" for purposes of any such rebate this Section 10.1, and shall be payable in full by Tenant. Such taxes or refund, Purchaser excises shall be payable within ten (10IO) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as days after Tenant's receipt of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtax bill therefor frxx Xandlord.

Real Property Taxes. Any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Premises or any part thereof or the rent and other sums payable hereunder by Tenant or by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease, (ii) upon any legal or equitable interest of Landlord in the Premises or any part thereof; (iii) upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Premises; (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Premises whether or not now customary or within the contemplation of the parties; or (v) surcharged against the Parking Area. To the extent that Landlord receives during any calendar year any rebate or refund of Real Property Taxes assessed against the Project, the Real Property Taxes for such year shall be reduced by the amount of such rebate or refund received by Landlord. Real Property Taxes shall not include any penalties, interest or late charges caused by Landlord’s failure to timely pay any Real Property Taxes so long as Tenant timely pays to its share of Real Property Taxes pursuant to Paragraph 15. Notwithstanding anything to the contrary in this Agreementherein, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties “Real Property Taxes” shall be responsible for, not include and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for required to pay any tax or assessment expense or any increase therein (i) levied on Landlord’s rental income, unless such tax or receive the benefit ofassessment expense is imposed in lieu of real property taxes; (ii) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as in excess of the date of this Agreement, including amount which would be payable if such tax or assessment expense were paid in installments over the employment of counsel reasonably satisfactory to Purchaser, longest possible term; or (iii) imposed on land and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such improvements other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have than the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldProject.

Real Property Taxes. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Transferred Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Pre-Closing Date Tax Periods and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon within ten (10) days of receipt by or on -- \\DC - 088650/000238 - 6521921 v16 behalf of any Purchaser Party or its Affiliates Affiliate thereof of any such rebate or refund, the Purchaser Parties shall within ten (10) days’ pay to such the Seller Parties an amount equal to the portion of such rebate or refund to which such the Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled)) and net of any Tax cost imposed on any Purchaser Party as a result of receiving such refund or rebate. A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, to control and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchasercounsel, and shall promptly provide to the applicable Purchaser Parties all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as the applicable Purchaser Parties may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to the applicable Purchaser Parties of such election, and, thereafter, the applicable Purchaser Parties shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consentconsent of the applicable Purchaser Parties, which consent shall not be unreasonably be withheld.

Real Property Taxes. Notwithstanding anything Any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Land or the Building; any tax on Landlord's right to receive, or the receipt of, rent or income from the Land or the Building; any assessment levied by a local landscape or lighting maintenance district; any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the contrary Land or the Building; any tax imposed on this transaction; any tax or increase of taxes based on a reassessment of the Land or the Building due to a change in ownership or transfer of all or part of the Building or Landlord's interest in this AgreementLease, the Parties acknowledge that certain Land or the Building; and any charge or fee replacing any tax previously included within this definition. Real Property Taxes do not include: (i) Landlord's federal or state net income, franchise, inheritance, gift or estate taxes, (ii) a special assessment levied by any governmental authority or as a result of the Seller Parties have appealed certain real property removal of any Hazardous Materials caused by Landlord but not by third parties, (iii) reserves for future taxes, or (iv) any documentary transfer taxes arising out of a transfer or sale by Landlord of all or a portion of the Building. In the case of any assessment which may be evidenced by improvement or other bonds or which may be paid in annual or other periodic installments, Landlord shall elect to cause such assessment to be paid in installments over the maximum period permitted by law. If a reduction in Real Property Taxes attributable to is obtained for any year of the Properties. Such Seller Parties Term during which Tenant paid Real Property Taxes in excess of the Base Year Real Property Taxes, then Operating Expenses for such year shall be responsible forretroactively adjusted and Landlord shall provide Tenant with a credit against Tenant's next due obligations for Tenant's Share of Operating Expenses, and shall receive or, if none, refund such amount to Tenant within thirty (30) days based on such adjustment. Landlord agrees to contest increases in the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as assessed valuation of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consentBuilding, which consent shall not unreasonably be withheldaffect the general real estate tax component of Real Property taxes or any other increase in Real Property Taxes customarily protested by prudent owners of commercial office buildings in the City of San Diego in a manner appropriate for such an owner.

Real Property Taxes. Notwithstanding anything To the extent that the Demised Premises is currently or hereafter may be subject to property taxes, Xxxxxx agrees to pay to Landlord throughout the contrary term of this Lease, as Additional Rent, any and all real property taxes, assessments, and levies assessed against the Demised Premises during each tax year, together with all penalties and interest charged (“Real Property Taxes”), unless Xxxxxx has paid all such Real Property Taxes in full when due. Should any governmental taxing authority acting under any present or future law, ordinance or regulation, levy, assess, or impose a tax, excise and/or assessment (other than an income or franchise tax) upon or against the Rent, or any part of it, payable by Tenant to Landlord, either by way of substitution (in whole or in part) for or in addition to any existing tax on the Demised Premises or otherwise, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimburse Landlord for the amount thereof within thirty (30) days of demand, as the case may be. Reasonable expenses incurred by Landlord in obtaining or attempting to obtain a reduction of any Real Property Taxes shall be added to and included as Additional Rent. Real Property Taxes which are being contested by Landlord shall nevertheless be included for purposes of computing Tenant’s liability hereunder, but if Tenant shall have paid any amount of Additional Rent pursuant to this AgreementSection 13, and thereafter Landlord shall receive a refund of any portion of any Real Property Taxes on which such payment shall have been based, Landlord shall pay to Tenant such refund. Landlord shall have no obligation to contest, object to or litigate the Parties acknowledge that certain levy or imposition of any Real Property Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion any Real Property Taxes without the consent or approval of Tenant. In the event any governmental authority includes in the tax base upon which the Real Property Taxes are levied or assessed the value of any improvements made by Tenant, or of any machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the entire portion of the Seller Parties have appealed certain real property Real Property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and based upon such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal items in addition to the portion of such rebate the Real Property Taxes payable by Tenant as otherwise provided in this Section. Xxxxxxxx’s failure to collect the estimated Real Estate Taxes shall not be deemed a waiver of Landlord’s right to demand and fully collect the same at later time. Xxxxxx agrees to pay before delinquency all taxes imposed on or refund incidental to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Partythe personal property of Tenant, at the conduct of its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, business and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as its use and occupancy of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldDemised Premises.

Real Property Taxes. Notwithstanding anything to the contrary in this AgreementAs used herein, the Parties acknowledge that certain term "Taxes" shall mean all real property taxes and assessments, water and sewer taxes and assessments, and any and all other governmental levies, taxes or charges, general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind of nature whatsoever, which may be assessed or imposed from time to time during any part of the Seller Parties have appealed certain real property Term by the City of New Haven and/or any other governmental taxing authority, upon the Property, the Building and/or the parking lot(s) from time to time serving the Building; provided, however, that Taxes attributable shall not include any income or corporate franchise tax levied on Landlord. If, due to a future change in the Properties. Such Seller Parties method of taxation or in the taxing authority, a tax or governmental imposition, however designated (including, without limitation, any tax measured or payable with respect to income, profits, rents or other charges received by Landlord and levied against Landlord, the Property and/or the Building) shall be responsible forlevied against Landlord, the Property and/or the Building in substitution, in whole or in part, or as an addition to or in lieu of any Taxes, then such tax or governmental imposition shall be deemed to be included within the definition of the term "Taxes" for the purposes hereof. Landlord shall deliver to Tenant a copy of each tax xxxx it receives from the City of New Haven and/or any other governmental taxing authority for Taxes, together with an invoice and shall receive the benefit a calculation of Tenant's Pro Rata Share of Taxes. Within ten (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of10) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account business days following Tenant's receipt of such invoice and copy of the tax xxxx, Tenant shall pay to Landlord, as Additional Rent hereunder, Tenant's Pro Rata Share of Taxes (or rebates or refunds)assessed for any period any part of which shall occur during the Term. If Landlord receives an abatement of Taxes from the City of New Haven or other governmental taxing authority following receipt by Landlord of payment from Tenant for Tenant's Pro Rata Share of such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentenceTaxes, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser Landlord shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion business days of its receipt of such rebate or abatement refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser Tenant's Pro Rata Share of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldabatement.

Real Property Taxes. Notwithstanding anything to The term “Taxes” shall include all taxes, assessments and governmental charges that accrue and are assessed against the contrary in this AgreementPremises, the Parties acknowledge Land, and the Building, whether federal, state, county, or municipal, and whether imposed by taxing or management districts or authorities presently existing or hereafter created. Tenant shall timely pay before delinquency or penalty the Taxes directly to each and every governmental authority that certain renders any tax statement for payment of the Seller Parties have appealed certain Taxes. If, during the Term, there is levied, assessed or imposed on Landlord (i) a capital levy or other tax directly on the Rent, or (ii) a franchise tax, margin tax, assessment, levy or charge by any taxing authority as a substitute in whole or in material part for real property Taxes attributable to or ad valorem taxes (collectively, the Properties. Such Seller Parties “Replacement Taxes”), then all such taxes, assessments, levies, charges or Replacement Taxes, or any part so measured or based, shall be responsible forincluded within the term “Taxes,” and Tenant shall pay all such taxes, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled)assessments, any additional real property Taxes and any Tax rebates levies charges or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Replacement Taxes (or rebates or refunds) pay the same directly to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refundsappropriate taxing authority). If such Seller Parties are entitled Tenant shall deliver to Landlord receipts from each of the benefit applicable taxing authorities or other evidence reasonably acceptable to Landlord to verify that the Taxes have been paid prior to delinquency. Notwithstanding the definition of Taxes herein, nothing contained in this Lease shall require Tenant to pay or reimburse Landlord for the payment of (i) any rebate federal, state or refund pursuant to municipal income or similar tax, or any profit, inheritance, estate, succession, gift, transfer, franchise or similar tax (regardless how named or denominated) unless the preceding sentence, then upon receipt by same is Replacement Taxes or on behalf of Purchaser or its Affiliates of any such rebate tax which is expressly in substitution for any Taxes which Tenant is obligated to pay under this Lease or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided belowii) any such appeal tax, assessment, charge or related proceedings which are pending as levy imposed or levied upon or assessed against any property, any income or any business activity of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldLandlord.

Real Property Taxes. Notwithstanding anything During the term hereof, Lessor shall pay and discharge all real property taxes, assessments, and charges lawfully imposed by any governmental unit on the Complex, or any taxes imposed in lieu thereof (herein "Real Property Taxes"), before the same become delinquent. Lessor may elect to let any such Real Property Taxes to go to bond in accordance with applicable law. If at any time in the future (there being no such charges or taxes at present) there shall be levied on Lessor a capital levy, tax, franchise or excise tax, assessment, levy or charge measured by or based, in whole or in part, upon the rentals to be paid hereunder, then all such taxes, assessments, levies or charges or the part thereof so measured or based, shall be included in the term Real Property Taxes. As provided in paragraph 2.1 of this Lease, Lessee shall pay to Lessor as additional rent, Lessee's Proportionate Share of the Real Property Taxes paid by Lessor. Real Property Taxes shall be pro-rated during the first and last year of the Lease based on the period for which the subject Real Property Taxes are assessed. Lessor shall, at the request of lessees of fifty percent (50%) of the leasable space in the subject tax lot, in Lessor's and Lessee's name, contest or review in legal proceedings or in such manner as it deems suitable any Real Property Tax, the cost of which shall be shared by all directly affected Lessees in proportion to the contrary in this Agreement, the Parties acknowledge that certain amount of the Seller Parties have appealed certain real property Taxes attributable space leased. Lessor may pay under protest any such contested tax to the Propertiesappropriate public authority. Such Seller Parties shall be responsible for, Lessee will join and shall receive the benefit assist Lessor in any contest or protest of (less any portion thereof to which a Tenant may be entitled), any additional real property Real Property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account herein at the request of such Taxes (or rebates or refunds)Lessor. If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller PartyLessor may, at its option and expense, shall have endeavor to obtain a lowering of the rightassessed valuation of the Complex, but not the obligation, to, as applicable, initiate, controlor any part thereof, and continue (but not settle or compromise, except as expressly provided below) any Lessee agrees to cooperate and LEASE AGREEMENT 4 join in such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldendeavor.

Real Property Taxes. Notwithstanding anything Tenant agrees to pay to Landlord throughout the contrary in term of this AgreementLease, the Parties acknowledge that certain of the Seller Parties have appealed certain as Additional Rent, any and all real property Taxes attributable to the Properties. Such Seller Parties shall be responsible fortaxes, assessments, and shall receive levies assessed against the benefit of Leased Premises during each tax year (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds"Real Property Taxes"). If such Seller Parties are entitled Tenant covenants and agrees to deposit monthly, in advance, and if requested by Landlord, with Landlord on the benefit first day of any rebate or refund pursuant to each calendar month throughout the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties Lease Term an amount equal to one-twelfth (1/12th) of Landlord's estimate of the Real Property Taxes for the next succeeding tax fiscal year. The first installment shall be due and payable by Tenant on the Rent Commencement Date, without proration, and the next installment shall be paid on the first day of the next calendar month. Any underpayment of Tenant's obligations not covered by the accumulation of monthly deposits shall be paid by Tenant within fifteen (15) days of Landlord's demand and any overpayment shall be credited against the installments next coming due. Any interest earned on the escrow deposits payable hereunder shall be and remain the property of Landlord. Should any governmental taxing authority acting under any present or future law, ordinance or regulation, levy, assess, or impose a tax, excise and/or assessment (other than an income or franchise tax) upon or against the Rent, or any part of it, payable by Tenant to Landlord, either by way of substitution (in whole or in part) for or in addition to any existing tax on the Leased Premises or otherwise, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimburse Landlord for the amount thereof within thirty (30) days of demand, as the case may be. In the event any governmental authority includes in the tax base upon which the Real Property Taxes are levied or assessed the value of any improvements made by Tenant, or of any machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the entire portion of the Real Property Taxes attributable to or based upon such items in addition to the portion of such rebate the Real Property Taxes payable by Tenant as otherwise provided in this Section. Tenant agrees to pay before delinquency all taxes imposed on or refund incidental to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Partythe personal property of Tenant, at the conduct of its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, business and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as its use and occupancy of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldLeased Premises.

Real Property Taxes. Notwithstanding anything Tenant shall pay to Landlord all Real Property Taxes relating to the contrary in Premises, which shall be considered as Additional Rent payable In accordance with Section 5. of this Agreement, Lease. In the Parties acknowledge that certain event the Premises leased hereunder consists of only a portion of the Seller Parties have appealed certain real property entire parcel being taxed. Tenant shall pay to Landlord the proportionate share of such Real Property Taxes attributable allocated to the PropertiesPremises during the term of this Lease by square footage or other reasonable basis as calculated and determined solely by Landlord. Such Seller Parties If the tax billing pertains entirely to the Premises, and Landlord elects by written notice to Tenant to have Tenant pay such Real Property Taxes directly to the Tax Collector, then in such event it shall be responsible forthe responsibility of Tenant to obtain all tax and assessment bills pertaining to the Premises, and to pay (prior to delinquency) all Real Property Taxes pertaining to the Premises, and all interest and penalties (if any) for non-payment or late payment thereof. Failure to request or receive a xxxx for taxes and/or assessments shall receive not alter or extinguish Tenants responsibility to pay the benefit above. The term “Real Property Taxes,” as used herein, shall mean and include (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (less including, without limitation, all installments of principal and interest required to pay any general or special assessments for public improvements, and any increases resulting from reassessments caused by any change in ownership of the Premises or otherwise) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy, or use of all or any portion thereof of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in or about the Premises; and landscaping areas, walkways, parking areas, public utilities, or energy within the Premises; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises; and (iii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord or Tenant in reasonably contesting any Real Property Tax and in negotiating with public authorities as to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)Real Property Tax. If such Seller Parties are entitled to at any time during the benefit term of any rebate this Lease the taxation or refund pursuant to assessment of the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending Premises prevailing as of the commencement date of this AgreementLease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, including assessed or imposed (whether by reason of a change in the employment method of counsel reasonably satisfactory taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Premises, on Landlord’s business of leasing the Premises, or based on vehicular ownership, parking, employment, production or the like, or computed in any manner with respect to Purchaserthe operation or existence of the Premises, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control then any such appeal tax or related proceedingcharge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based in part upon property or rents unrelated to the Premises, then such Seller Party shall give prompt written notice to Purchaser only that part of such electionReal Property Tax that is fairly allocable to the Premises shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding the foregoing, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent she term “Real Property Taxes” shall not unreasonably be withheldinclude estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources.

Real Property Taxes. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties Tenant shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within pay at least ten (10) days’ pay days prior to such Seller Parties an amount equal to delinquency any and all Real Property Taxes (defined below) levied or assessed against the portion Premises during the Term and indemnify and hold Landlord harmless from and against all demands for payment of such rebate Real Property Taxes. “Real Property Taxes” means any form of general or special assessment, license fee, commercial rental or gross receipts tax, levy, penalty, duty, charge or tax (other than inheritance, estate or income taxes), including roll-back taxes as a result of Tenant’s use of the Premises, imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage, sewer or other improvement district against any legal or equitable interest of Landlord in the land, buildings, or improvements comprising the Premises, against charges payable to Landlord or other income from the Premises, against the use, occupancy or possession of the Premises or any tax imposed in substitution, partially or totally, of any tax previously included within the definition of real property taxes, or any additional tax the nature of which was previously included within the definition of real property taxes. All reasonable expenses, including attorneys’ fees and disbursements, experts’ and other witnesses’ fees, incurred by Landlord or Tenant in contesting the validity or amount of any Real Property Taxes or in obtaining a refund to of any Real Property Taxes will be considered as part of the Real Property Taxes for the tax year in which such Seller Parties expenses are so entitled incurred. Tenant shall pay at least ten (less any portion thereof 10) days prior to which delinquency all taxes assessed against and levied on all trade fixtures, furnishings, equipment and other personal property of Tenant contained in the Premises or elsewhere or assessed or levied as a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as result of Xxxxxx’s use of the date Premises. When possible, Tenant shall cause said trade fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldLandlord.

Real Property Taxes. Notwithstanding anything During the Term (including any Extended Terms), Tenant will pay or cause to the contrary be paid, prior to delinquency, its allocated share (as set forth in this AgreementSection 7.1) of real property taxes and assessments ("TAXES") levied or assessed against the Premises, the Parties acknowledge that certain Building and all improvements on the Premises. Taxes will be prorated between the parties for any partial year at the commencement and expiration or other termination of this Lease. The Premises are (or will be placed into) a separate tax lot, and Tenant will pay the Seller Parties have appealed certain real property Taxes taxes attributable to such tax lot as its allocated share. If the Properties. Such Seller Parties shall be responsible forPremises at any time is not a separate tax lot, and shall receive the benefit of (less any portion thereof to which a then Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not will be responsible for paying to its allocated share of Taxes levied or assessed against the tax lot that includes the Premises, based on the assessed values of land and improvements shown in the tax statement for the tax lot that includes the Premises. Tenant's allocated share of Taxes pertaining to the land will be based on the area of the Premises compared to the entire area covered by the tax statement, and Tenant's allocated share of Taxes pertaining to improvements will be based on the assessed value of Tenant's improvements on the Premises compared to the assessed value of all improvements covered by the tax statement. Tenant will pay its allocated share of Taxes within thirty (or receive 30) days after the benefit of) any date such Taxes (or rebates or refunds) are due to the extent taxing authority so long as Tenant has received Landlord's notice of the Unadjusted Purchase Price amount due from Tenant, including a copy of the tax statement and a written summary of how Tenant's allocated share was adjusted downward (or upward) computed. If assessed values for land and/or improvements are not available from the county assessor's office, then Tenant's allocated share of Taxes will be determined in the same manner as Tenant's Proportionate Share pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldSection 6.4.

Real Property Taxes. Without limiting the foregoing, Additional Rent shall include, and Tenant agrees to bear, discharge and pay as the same become due, and before delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises or imposts, whether general or special, or ordinary or extraordinary, of every name, nature and kind whatsoever, including all governmental charges of every name, nature or kind that may be levied, assessed, charged or imposed or maybe or become a lien or charge upon the Premises or any part thereof; or upon the rent or income of Tenant; or upon the use or occupancy of the Premises; or any document creating or transferring an estate or interest in the Premises; upon any of the buildings or improvements existing at any time during the Term upon the Premises; or upon the leasehold of Tenant; or upon Landlord by reason of its ownership of the Premises (but not including any franchise, transfer, inheritance, or capital stock taxes or income taxes measured by the net income of Landlord unless, due to a change in the method of taxation, any of such taxes is levied or assessed against Landlord as a substitute for, in whole or in part, any other tax that would otherwise be the responsibility of Tenant). If at any time during the Term, under any Applicable Laws, any tax is levied or assessed against Landlord directly, in substitution in whole or in part for real property taxes, Tenant covenants and agrees to pay and discharge such tax. All of the foregoing taxes, assessments and other charges which are the responsibility of Tenant are herein referred to as “Property Taxes.” Notwithstanding anything the foregoing, Tenant shall have no obligation to pay (a) any portion of an increase in Property Taxes, if any, attributable to a reassessment for assessment year 2007-2008 as a result of Landlord’s recent acquisition of the contrary ground lease interest in this Agreementthe Premises; or (b) any environmental assessment, charges or liens arising in connection with the remediation of Hazardous Materials from the Premises, the Parties acknowledge that certain causation of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods arose prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (delivery of the Premises to Tenant, or receive the benefit of) any such Taxes (or rebates or refunds) to the extent caused by Landlord or any of Landlord’s agents, (c) costs or fees (other than general real property taxes) payable in connection with Landlord’s right to further develop the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, controlPremises, and continue (but not settle d) property transfer taxes, stamp or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as recording taxes attributable to Landlord’s transfer of ownership of the date Premises or any interest of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldLandlord therein.

Real Property Taxes. Notwithstanding anything From and after the Term Commencement Date and during the Term, Tenant shall pay Real Property Taxes levied against the Premises. Landlord shall cause the Premises to be assessed as a separate tax parcel prior to the contrary tax year in this Agreementwhich the Term Commencement Date falls. The term "Real Property Taxes" refers to any tax, assessment, charge, license, fee, levy, or real property tax (other than gross or net income taxes, gross receipts taxes, franchise taxes, inheritance taxes, estate, successor or gift taxes, transfer taxes, mortgage taxes, rental taxes or any supplemental taxes which accrued or were incurred prior to the Parties acknowledge Term) now or hereafter imposed with respect to the Premises by any authority having the direct or indirect power to tax, or by any city, county, state, or federal government or any improvement district or other district or division thereof. Any tax or assessment which is for a period of time which is not entirely included in the Term shall be prorated accordingly between Tenant and Landlord. Landlord shall send tax due notices to Tenant upon receipt thereof, and provided Tenant has received such notice at least thirty (30) days prior to the delinquency dates, Tenant shall pay said taxes prior to delinquency dates. With regard to assessments that certain have the option of either retiring by payment of a lump sum or alternately paying over a period of years, Landlord shall be deemed to have elected to pay such assessment over the maximum number of years allowable, and only the then current year's payment shall be included as an item of Real Property Taxes. Notwithstanding the foregoing, if permitted by the taxing authority in question, Landlord shall cause all Real Property Tax bills pertaining to the Premises to be sent by the taxing authority directly to Tenant, and Tenant shall pay said taxes prior to delinquency dates. Tenant, concurrently with payment thereof, shall furnish reasonable written documentation and a copy of the Seller Parties have appealed certain real property Taxes attributable tax bxxx in question to Landlord confirming Tenant's payment of the PropertiesReal Property Taxes. Such Seller Parties shall be responsible forLandlord agrees to pay, and shall receive the benefit of (less any portion thereof prior to which a Tenant may be entitled)delinquency, any additional real property Real Property Taxes levied against the Premises and any Tax rebates or refunds attributable to periods prior to the Closing Date Term. Notwithstanding the foregoing, in no event shall Tenant be responsible for any increase in taxes or assessments attributable to a change of ownership involving the Premises during the first five (5) years of the Term, and such appeals; provided that such Seller Parties thereafter Tenant shall not be responsible for any increase in taxes or assessments attributable to more than one (or receive 1) change of ownership involving the benefit ofPremises during any five (5) any such Taxes (or rebates or refunds) to year period during the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldTerm.

Real Property Taxes. Notwithstanding anything The term "Real Property Taxes" shall mean any ordinary or extraordinary form of assessment or special assessment, license fee, rent tax, levy, penalty (if a result of Tenant's delinquency), or tax, other than net income, premium, estate, succession, inheritance, transfer or franchise taxes, imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government for any maintenance or improvement or other district or division thereof, relating to all or any part of the property, including the Building and Premises. The term shall include all transit charges, housing fund assessments, real estate taxes and all other taxes relating to the contrary Premises, Building and/or Property, all other taxes which may be levied in this Agreementlieu of real estate taxes, all assessments, assessment bonds, levies, fees, and other governmental charges (including, but not limited to, charges for traffic facilities, improvements, child care, water services studies and improvements, and fire services studies and improvements) for 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 improvement, services, benefits or any other purposes which are assessed, levied, confirmed, imposed or become a lien upon the Parties acknowledge that certain Premises, Building or Property or become payable during the Term. Landlord may, in its sole discretion but without obligation, contest the amount or validity of any Real Property Taxes at any time during the Term. In the event Tenant desires to contest the amount or validity of any Real Property Taxes not otherwise contested by Landlord during the Term, Tenant shall first provide Landlord with written notice of such desire. Within thirty (30) days of such notice, Landlord shall elect to either pursue such contest itself or permit Tenant to pursue such contest. In the event Landlord elects to permit Tenant to pursue such contest, then, and only then, Tenant may contest the amount or validity of the Seller Parties have appealed certain real property Real Property Taxes attributable to the Properties. Such Seller Parties shall be responsible forin question by appropriate proceedings, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates Tenant gives Landlord prior notice of any such rebate or refundcontest and keeps Landlord advised as to all proceedings, Purchaser and provided further that Tenant shall within ten (10continue to reimburse Landlord pursuant to Section 6(d) days’ pay to such Seller Parties an amount equal to the portion below for Landlord's payment of such rebate Real Property Taxes unless such proceedings shall operate to prevent or refund to which stay such Seller Parties are payment and the collection of the tax so entitled (less contested. Landlord shall join in any portion thereof to which a such proceedings if any applicable laws, statutes, ordinances or government rule, regulation or requirement shall so require, provided that Tenant may be entitled). A Seller Partyshall hold harmless, at its expenseindemnify, shall have the rightprotect and defend Landlord from and against any liability, claim, demand, cost or expense in connection therewith, including, but not the obligation, limited to, as applicable, initiate, control, actual attorneys' fees and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel costs reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldincurred.

Real Property Taxes. Notwithstanding anything to (a) During the contrary in this AgreementTerm, the Parties acknowledge that certain of the Seller Parties have appealed certain Tenant shall pay all real property Taxes attributable to taxes and assessments assessed or levied against the PropertiesPremises. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to Notwithstanding the preceding sentence, then upon receipt the expiration or early termination of the Term the real property taxes and assessments for the last year of this Lease shall be prorated on a per diem basis based upon the respective due dates of such taxes and assessments, and Tenant shall not be required to pay more than Tenant's prorated portion thereof; and Landlord shall pay, or reimburse Tenant for payment of the balance thereof. If actual taxes have not yet been determined, the parties agree that the prior year's taxes shall be used to allocate the prorata share of the parties. Tenant shall have the right to elect to pay any assessments in installments, if permitted by the taxing authority, and in such event Tenant shall be responsible only for its portion of such installments falling due during such term hereof and before the expiration or early termination of this Lease. Tenant shall provide Landlord with proof of payment of all taxes prior to their due date. Tenant shall have the right to put its name on the real property tax rolls so that it possesses all the rights of the taxpayer. Tenant shall have the right to appear in Landlord's name and on behalf of Purchaser Landlord, or its Affiliates of in Tenant's name, to protest and contest any such rebate or refundtax increases upon the Premises, Purchaser and Landlord shall within ten (10) days’ fully cooperate with Tenant. Tenant shall not be required to pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are any tax so entitled (less any portion thereof to which a long as Tenant may be entitled). A Seller Party, shall contest in good faith and at its own expense, shall have the rightexistence, but not the obligationamount, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably requestvalidity thereof by appropriate proceedings; provided, however, if a Seller Party elects not to control that Tenant shall take no action which results in the institution of any such appeal foreclosure proceedings or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser similar action against the Premises. Tenant shall have the rightright to institute and prosecute, in its name and/or the name of the Landlord, any actions Tenant deems appropriate for refund of any taxes, but not the obligation, to control such appeal or related proceeding Tenant shall hold Landlord harmless from any costs and the settlement or compromise thereof. A Seller Party may not settle or compromise expenses incurred in any such appeal or related action. Any taxes, interest, and costs recovered in any such proceeding without Purchaser’s prior written consent, which consent shall not unreasonably belong to and be withheldthe property of Tenant.

Real Property Taxes. Notwithstanding anything Tenant shall pay to Landlord in the contrary manner set forth in this AgreementSection 8 below, the Parties acknowledge that certain and as Additional Rent, Tenant's Percentage Share of the Seller Parties have appealed certain real property Real Property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, tax parcel within which the Building is located and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund Real Property Taxes attributable to which such Seller Parties are so entitled the developed Common Facilities in the Project (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the rightincluding, but not the obligation, limited to, common detention ponds, the central park area, Building and Project roads, Building and Project landscaping, etc.) allocated by Landlord to the Building based on the Building's pro rata share thereof (as applicablesuch pro rata share is reasonably determined by Landlord) (collectively, initiate, control, and continue (but "TENANT'S PERCENTAGE SHARE OF REAL PROPERTY TAXES"). Landlord shall not settle or compromise, except as expressly provided below) allocate to Tenant any such appeal or related proceedings which are pending as portion of any Real Property Taxes attributable to undeveloped portions of the date Project, developed portions of the Project held for lease (excluding the Building), or developed portions of the Project that are not Common Facilities. Tenant's obligation to pay Tenant's Percentage Share of Real Property Taxes during the Term shall survive the expiration or early termination of this AgreementLease provided that Landlord invoices Tenant for such amounts no later than two (2) years after such expiration or early termination. If this Lease shall commence or terminate on a day other than the first or last day of a calendar year, including respectively, the employment amount of counsel reasonably satisfactory to Purchaser, Tenant's Percentage Share of Real Property Taxes payable by Tenant for such calendar year shall be prorated on the basis of a 365 day year and shall promptly provide be due and payable when rendered notwithstanding termination of this Lease provided that Landlord invoices Tenant for such amounts no later than two (2) years after such expiration or early termination. Tenant's Percentage Share of Real Property Taxes allocable to Purchaser all material information relating the calendar year in which this Lease commences or terminates shall be deemed to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser have been incurred evenly over the entire twelve (12) month period of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldcalendar year.

Real Property Taxes. Notwithstanding anything As Additional Rent and in accordance with Paragraph 4.D of this Lease, Tenant shall pay to Landlord, monthly in advance or as they become due, pursuant to statements submitted by Landlord, Tenant’s Proportionate Share of all Real Property Taxes relating to the contrary in Premises accruing with respect to the Premises during the Term of this AgreementLease and the Extended Term (if any). The term “Real Property Taxes” shall also include supplemental taxes related to the period of Tenant’s Term whenever levied, including any such taxes that may be levied after the Parties acknowledge that certain Term has expired. In the event the Premises leased hereunder consist of only a portion of the Seller Parties have appealed certain entire tax parcel, Tenant shall pay to Landlord monthly in advance or as they become due, pursuant to statements submitted to Tenant by Landlord, Tenant’s Proportionate Share of such real property Taxes attributable estate taxes allocated to the PropertiesPremises by square footage or other reasonable basis as calculated and determined by Landlord. Such Seller Parties If the tax billing pertains 100% to the Premises, and Landlord chooses to have Tenant pay said real estate taxes directly to the Tax Collector, then in such event it shall be responsible forthe responsibility of Tenant to obtain the tax and assessments bills and pay, and shall receive the benefit of (no less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within than ten (10) days’ pay days prior to such Seller Parties an amount equal delinquency, the applicable real property taxes and assessments pertaining to the Premises, and failure to receive a bxxx for taxes and/or assessments shall not provide a basis for cancellation of or non-responsibility for payment of penalties for nonpayment or late payment by Tenant. The term “Real Property Taxes”, as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Premises) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of such rebate the Premises (as now constructed or refund to which such Seller Parties as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are so entitled an integral part of and located in the Premises; or parking areas, public utilities, or energy within the Premises; (less any portion thereof to which a Tenant may be entitled). A Seller Partyii) all charges, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle levies or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.fees Initial: MMK BUILDING: 1098 Alta PROPERTY: 1-0001

Real Property Taxes. Notwithstanding anything Tenant shall pay Tenant's Share of all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in lieu of other impositions now or previously within the definition of real property taxes or assessments (collectively, "REAL PROPERTY TAXES") which may be levied or assessed by any lawful authority against the Project applicable to the contrary period from the Commencement Date until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the entire Project by means of a single tax bill (i.e., if the Premises is included in this Agreementa larger parcel for purposes of levying and assessing the Real Property Taxes), then the Real Property Taxes levied against the Premises shall be deemed to be the sum of (i) the portion of the Real Property Taxes levied against the improvements on the larger parcel multiplied by a fraction, the Parties acknowledge that certain numerator of which is the Rentable Square Feet of the Seller Parties have appealed certain real property Building and the denominator of which is the Rentable Square Feet of all buildings (including without limitation the Building) located on the larger parcel, plus (ii) the portion of the Real Property Taxes attributable to levied against the Propertiesland in the larger parcel multiplied by a fraction, the numerator of which is the land area of the Land and the denominator of which is the land area of the larger parcel. Such Seller Parties Tenant shall pay Xxxxxx's Share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Building containing the Premises is located. All Real Property Taxes for the tax year in which the Commencement Date occurs and for the tax year in which this Lease terminates shall be responsible for, apportioned and shall receive the benefit of (less any portion thereof to which a adjusted so that Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Real Property Taxes (or rebates or refunds) for a period of time occurring prior to the extent the Unadjusted Purchase Price was adjusted downward (Commencement Date or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled subsequent to the benefit expiration of any rebate or refund the Term. The amount to be paid pursuant to the preceding sentenceprovisions of this Section 6.1 shall be paid monthly in advance as part of Tenant's Monthly Operating Expense Charge as estimated by Landlord based on the most recent tax bills and estimates of reappraised values (if reappraisal is to occur), then upon receipt commencing with the month (or partial month on a prorated basis if such be the case) that the Commencement Date occurs. Landlord may elect, by written notice to Tenant, to require Tenant to (i) pay Xxxxxx's Share of Real Property Taxes directly to the taxing authority (in which case such payment shall be made by Tenant at least ten (10) days prior to delinquency), or on behalf (ii) reimburse Landlord for Tenant's Share of Purchaser or its Affiliates of any Real Property Taxes (in which case such rebate or refund, Purchaser payment shall be made by Tenant within ten (10) days’ pay days after Xxxxxxxx's delivery of an invoice to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitledTenant). A Seller PartyThe initial estimated monthly charge for Xxxxxx's Share of Real Property Taxes is included in the Monthly Operating Expense Charge as provided in Section 5. If at any time during the Term under the laws of the United States, at its expenseor the state, shall have county, municipality or any political subdivision in which the rightProject is located, but not the obligation, to, as applicable, initiate, control, and continue (but not settle a tax or compromise, except as expressly provided below) excise on rent or any other tax however described is levied or assessed by any such appeal political body against Landlord on account of rent payable to Landlord or related proceedings which are pending as any tax based on or measured by expenditures made by Tenant on behalf of the date Landlord, such tax or excise shall be considered "REAL PROPERTY TAXES" for purposes of this Agreement, including the employment of counsel reasonably satisfactory to PurchaserSection 6.1, and shall promptly provide be payable in full by Tenant. At Landlord's option, such taxes or excises shall be payable monthly in advance on an estimated basis as provided in this Section 6.1 or shall be payable within ten (10) days after Landlord's delivery of the tax bill to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldTenant.

Real Property Taxes. Notwithstanding anything to the contrary (a) As used in this AgreementLease, the Parties acknowledge that certain term "Taxes" shall include any form of tax or assessment, license fee, license tax, tax or excise on rental, or any other levy, charge, expense or imposition imposed by any Federal, state, county or city authority having jurisdiction, or any political subdivision thereof, or any school, agricultural, lighting, drainage or other improvement or special assessment district (individually and collectively, "Governmental Agencies") on any interest of Landlord or Tenant (including any legal or equitable interest of Landlord or its mortgagee, if any) in the Premises, the remainder of the Seller Parties have appealed certain Shopping Center or the underlying realty including, but not limited to: (i) Any impositions (whether or not such impositions constitute tax receipts to Governmental Agencies) in substitution, partially or totally, of any impositions now or previously included within the definition of real property taxes including, without limitation, those imposed or required by Governmental Agencies to increase tax increments to Governmental Agencies and for services such as fire protection, street, sidewalk and road maintenance, refuse removal or other governmental services formerly provided without charge to property owners or occupants; (ii) any impositions allocable to or measured by the area of the Premises, the sales generated from the Premises or any rental payable under this Lease; and (iii) any impositions upon this Lease transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. The term "Taxes" shall not include Landlord's general income taxes, inheritance, estate or gift taxes. (b) From and after the Commencement Date, Tenant shall pay to Landlord, as Additional Rental, a share of the Taxes attributable pursuant to the Propertiessubparagraph (c) below. Such Seller Parties Taxes for any partial year shall be responsible forprorated. Landlord, at its option, may collect Tenant's payment of its share of Taxes after the actual amount of Taxes are ascertained or in advance, monthly or quarterly, based upon estimated Taxes. If Landlord elects to collect Tenant's share of Taxes based upon estimates, Tenant shall pay to Landlord from and after the Commencement Date, and shall receive thereafter on the benefit first (1st) day of each month or quarter during the Term (less any portion thereof to which a Tenant may be entitledas determined by Landlord), any additional real property an amount estimated by Landlord to be the monthly or quarterly Taxes and any Tax rebates or refunds attributable to periods prior to payable by Tenant. Landlord may periodically adjust the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)estimated amount. If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentenceLandlord collects Taxes based upon estimated amounts, then upon receipt following the end of each calendar year or, at Landlord's option, its fiscal year, Landlord shall furnish Tenant with a statement covering the year just expired showing the total Taxes payable by or on behalf of Purchaser or its Affiliates of any such rebate or refundTenant for that year and the payments made by Tenant with respect to that year, Purchaser as set forth above. If the actual Taxes payable for that year exceed Tenant's payments for that year, Tenant shall pay to Landlord the deficiency within ten (10) days’ pay days after its receipt of the statement. If Tenant's payments exceed the actual Taxes payable for that year, Tenant shall be entitled to such Seller Parties an amount equal offset the excess against the next payment(s) of Taxes that become due to Landlord. (c) If the portion Premises and underlying realty are part of such rebate a larger parcel for assessment purposes or refund to are within a multi-level building ("larger parcel"), Tenant's share of the Taxes shall be determined by multiplying all of the Taxes on the larger parcel, excluding Taxes on the "Common Area" (as defined in Section 13.1), by a fraction, the numerator of which such Seller Parties are so entitled (less any portion thereof to shall be the Floor Area of the Premises and the denominator of which a Tenant may shall be entitled). A Seller Party, at its expense, shall have the right, but not Floor Area in the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings larger parcel which are pending is occupied as of the date commencement of this Agreementthe applicable calendar or fiscal year, including exclusive of the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereofCommon Facilities. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.9.2

Real Property Taxes. Notwithstanding anything Tenant agrees to pay all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments (collectively "Real Property Taxes") which may be levied or assessed by any lawful authority against the Premises applicable to the contrary in period from the Commencement Date until the expiration or sooner termination of this AgreementLease. Notwithstanding the foregoing provisions, if the Parties acknowledge that certain Real Property Taxes are not levied and assessed against the Premises as a separate tax parcel, then Tenant shall pay Tenant's pro rate share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the Seller Parties have appealed certain real property Taxes attributable separate tax parcel in which the Premises is located. Tenant's pro rate share under such circumstances shall be apportioned according to the Propertiesfloor area of the Premises as it relates to the total leasable floor area of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. Such Seller Parties All Real Property Taxes for the tax year in which the Commencement Date occurs and for the tax year in which this Lease terminates shall be responsible for, apportioned and shall receive the benefit of (less any portion thereof to which a adjusted so that Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for any Real Property Taxes for a period of time occurring prior to the Rent Commencement Date or subsequent to the expiration of the Term. The amount to be paid pursuant to the provisions of this Section 10.1 shall be paid monthly in advance as part of Tenant's Monthly Operating Expense Charge as estimated by Landlord based on the most recent tax bills and estimates of reappraised values (if reappraisal is to occur), commencing with the month (or receive partial month on a prorated basis if such be the benefit ofcase) that the Commencement Date occurs. The initial estimated monthly charge for Tenant's share of Real Property Taxes is included in the Monthly Operating Expense Charge as provided in Section 4. If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Project is located, a tax or excise on rent or any other tax however described is levied or assessed by any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, political body against Landlord on account of such Taxes (rent payable to Landlord hereunder or rebates any tax based on or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt measured by or expenditures made by Tenant on behalf of Purchaser Landlord, such tax or its Affiliates excise shall be considered "Real Property Taxes" for purposes of any this Section 10.1, and shall be payable in full by Tenant. At Landlord's option, such rebate taxes or refund, Purchaser excises shall be payable monthly in advance on an estimated basis as provided in this Section 10.1 or shall be payable within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as days after Tenant's receipt of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtax xxxx therefor from Landlord.

Real Property Taxes. Notwithstanding anything Tenant shall reimburse Landlord for all Real Property Taxes assessed against the Premises, and payable with respect to any period, during the contrary in this Agreement, the Parties acknowledge that certain term of the Seller Parties have appealed certain real property Lease paid by Landlord; provided that Tenant's share of Real Property Taxes which first become due during the term hereof shall be prorated on a per diem basis such that Tenant shall only be responsible for the proportionate share of such Real Property Taxes attributable to the Propertiesperiod Tenant had occupancy rights hereunder. Such Seller Parties Tenant shall pay such amounts to Landlord within thirty (30) days following written demand from Landlord, which demand must include to be responsible fordeemed valid hereunder true and accurate bills for all Real Property Taxes for which reimbursement is sought. As used herein, the term "Real Property Taxes" shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, and shall receive any license fee, commercial rental tax, improvement bond or bonds, levy, or tax (other than inheritance, personal income or estate taxes) imposed upon the benefit of (less Premises by any portion thereof authority having the direct or indirect power to which a Tenant may be entitled)tax, including, any additional city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, levied against any legal interest of Landlord in the Premises or in the real property of which the Premises are a part. Landlord represents that it has provided Tenant with true and accurate copies of all bills for Real Property Taxes for the past twelve (12) months and any Tax rebates that there are no pending special assessments or refunds attributable to periods prior increased assessments or other pending new or increased costs of which are defined as Real Property Taxes hereunder of which notice has been sent to the Closing Date and such appeals; provided that such Seller Parties Premises or to Landlord or of which Landlord has otherwise become aware. Notwithstanding anything contained herein to the contrary, Tenant shall not be responsible obligated to pay any portion of any special assessment, bond or other tax-related obligation that is payable with respect to any period after the term of this Lease has expired. If Tenant desires to contest the validity of any taxes or assessments for which Tenant is ultimately responsible, Tenant may do so without being in default under its obligation to pay taxes and assessments, provided Tenant institutes appropriate legal proceedings to contest the validity of the tax or assessment. Tenant shall prevent the sale of any tax certificate or the Premises or any property subject to the tax lien by reason of nonpayment of the tax or assessment being contested in such legal proceedings. If Tenant fails to prevent any such sale, Tenant shall deposit with Landlord at least thirty (30) days before the contested tax or assessment would become delinquent for nonpayment (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties days of dissolution of the injunction), an amount equal which is sufficient to pay in full the portion of contested tax or assessment, including, without limitation, all penalties and court costs if the adjudication in such rebate or refund proceedings should be adverse to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled)Tenant. A Seller Party, at its expense, Landlord shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) right to make any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably requestpayment; provided, however, if a Seller Party elects Landlord shall refund to Tenant any portion of the deposit retained by Landlord which shall be determined by the court not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice be due to Purchaser the taxing authorities on account of such electiontaxes, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal penalties or related proceeding and the settlement or compromise thereofcosts. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent Landlord shall not unreasonably be withheldobligated to incur any expense in connection therewith unless Tenant agrees to reimburse Landlord for such expenses.

Real Property Taxes. Notwithstanding anything Tenant shall pay Tenant's Share of Real Property Taxes in accordance with the provisions of Section 4. "Real Property Taxes" mean, collectively, all general and special real property taxes, assessments, and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments which may be levied or assessed by any lawful authority against the Project applicable to the contrary period from the Commencement Date until the expiration or sooner termination of this Lease. Real Property Taxes are included within Operating Expenses, as set forth in this AgreementSection 4.4. “Real Estate Taxes” does not include Landlord’s federal or state income, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible forfranchise, and shall receive the benefit of (less gross receipts, inheritance or estate taxes, capital, stock, succession, gift, estate tax; any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) item to the extent otherwise included in Operating Expenses, or reserves for future Real Estate Taxes. Landlord shall reimburse Tenant for any amount paid by Tenant for Real Estate Taxes that is later refunded to Landlord or otherwise reduced after first deducting Landlord’s reasonable costs of prosecution (which obligation survives termination of this Lease). During the Unadjusted Purchase Price was adjusted downward (Term, Tenant may contest, in good faith, the existence, amount or upward) pursuant validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability related to Article I determined Real Estate Taxes by appropriate proceedings, and Landlord shall use reasonable efforts to cooperate with Tenant’s efforts related to same. Such contest will not excuse Tenant’s obligations to continue to pay all Real Estate Taxes to Landlord as required under this Lease. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Section are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and costs in connection with any such contest and shall, promptly after taking into consideration all adjustments provided for therein, on account the final determination of such Taxes (contest, fully pay and discharge the amounts which shall be levied, assessed, charged or rebates imposed or refunds). If such Seller Parties are entitled be determined to the benefit of any rebate be payable therein or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Partyin connection therewith, together with such other information all penalties, fines, interest and costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise result thereof. A Seller Party may not settle No such contest shall subject Landlord to the risk of any civil or compromise criminal liability or to any such appeal or related proceeding without Purchaser’s prior written consentpotential increases in Real Estate Taxes. 0000 Xxxx Xxxxx Xxxxxxx Credit Management, which consent shall not unreasonably be withheld.Inc.

Real Property Taxes. Notwithstanding anything Tenant shall also pay at least 20 days before delinquent any and all real estate taxes, as defined in Section 12.3, assessed or imposed, or which become a lien upon or become chargeable against or payable in connection with the Premises. Within three business days of such payment, Tenant shall provide Landlord evidence of such payment in a form reasonably acceptable to Landlord. In the contrary in this Agreementevent that the Premises are not separately assessed, the Parties acknowledge that certain Tenant shall pay an equitable proportion of the Seller Parties have appealed certain real property Taxes attributable to estate taxes and assessments for all the Properties. Such Seller Parties land and improvements included within the tax parcel(s) assessed, such proportion shall be responsible for, determined by Landlord from the respective valuations assigned in the Assessor’s worksheets and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser is reasonably available to Landlord, including the Building and any special improvements constructed for the benefit of Tenant. Real estate taxes for the last year of the term of this Lease shall be prorated between Landlord and Tenant as of the expiration date of the term. With respect to any assessments which may reasonably requestbe levied against or upon the Premises, or which under the laws then in force may be evidenced by improvement or other bonds and may be paid in annual installments, only the amount of such annual installment, with appropriate proration for any partial year, and interest thereon, shall be included within a computation of taxes and assessments levied against the Premises. To the extent tax bills are not otherwise delivered to Tenant and such tax bills are delivered to Landlord, at least 60 days prior to the applicable delinquency date, Landlord will provide Tenant with written notice detailing the amount and due date of each real estate tax Tenant is required to pay pursuant to this Section 12.2. In the event that Tenant incurs a late charge on the payment of the Base Monthly Rental or fails to pay the real property taxes within 20 days before delinquent, Landlord may estimate the current real property taxes, and require that such taxes be paid in advance to Landlord by Tenant monthly in advance with the payment of the Base Monthly Rental. Such monthly payment shall be equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which such installment becomes delinquent. When the actual amount of the applicable tax xxxx is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Landlord is insufficient to pay such real estate taxes when due, Tenant shall pay Landlord, upon demand, such additional sum as is necessary. Upon receipt of the full amount of the real estate taxes for such period, Landlord shall, if practicable, pay such real estate taxes before they are delinquent. Advance payments may be intermingled with other moneys of Landlord and shall not bear interest. In the event of a breach by Tenant in the performance of its obligations under this Lease, then any such advance payments may be treated by Landlord as an additional security deposit; provided, however, if a Seller Party elects not to control any the extent that Landlord applies such appeal or related proceedingpayments to anything other than real estate taxes, then such Seller Party Landlord shall promptly give prompt written Tenant notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldapplication.

Real Property Taxes. Notwithstanding anything to Tenant shall pay before delinquent all Real Property Taxes, as defined below, assessed against the contrary in Premises during the term of this AgreementLease. "Real Property Taxes" shall be defined as any form of real estate tax or assessment, general, special, ordinary or extraordinary, including any business license fee, commercial rental tax, improvement bond or bonds, levy or tax, but shall not include any municipal, county, state or federal income or franchise tax of any municipal, county or state. If at any time during the term of the Lease, the Parties acknowledge that certain laws concerning the methods of the Seller Parties have appealed certain real property Taxes attributable to the Propertiestaxation are changed so that a tax or excise on rents or other such tax, fee, levy, assessment or charge, however described, is levied or assessed against Landlord as a direct substitution in whole or in part for any Real Property Taxes, then Tenant shall pay before delinquency Tenant's proportionate share of such substitute tax, excise or other amount. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible obligated to pay any increase in Real Property Taxes that result from a change in ownership of the Premises. Tenant shall pay to Landlord the Real Property Taxes assessed against the Premises in twelve (12) equal monthly installments for each year of the Lease term commencing on the Commencement Date. Landlord shall provide to Tenant reasonable documentation evidencing the amount of Real Property Taxes payable with respect to calendar year 1994, and the calculation of the monthly Real Property Taxes payable by Tenant to Landlord commencing on the Commencement Date. In the event that the amount actually paid to Landlord for any calendar year is less than the amount Tenant is obligated to pay hereunder, then Tenant shall within thirty (or receive 30) days after receipt of such documentation from Landlord, pay the benefit of) difference to Landlord. Further, in the event Tenant has paid more to Landlord than obligated hereunder, then the excess shall be credited against future payments of Real Property Taxes by Tenant to Landlord; provided that, upon expiration of this Lease, Landlord shall immediately reimburse to Tenant any such excess. Real Property Taxes shall be subject to proration in determining Tenant's share thereof on the basis of a three hundred sixty-five (or rebates or refunds365) day year, in order to the extent the Unadjusted Purchase Price was adjusted downward account for any Lease Year of less than twelve (or upward12) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldfull calendar months.

Real Property Taxes. Notwithstanding anything In addition to the contrary rents provided for in Article 2 above, and commencing with the term of this AgreementLease, as defined in Article 1, Tenant agrees to pay monthly, on the Parties acknowledge first day of each month, (on an estimated basis by Landlord) all taxes (including other fees or charges hereinafter defined as New Taxes) and assessments levied and assessed for any year upon the Premises and the underlying realty. In the event the Landlord does not have the Premises separately assessed for tax purposes, then and in that certain event the taxes and assessments on the Premises shall be apportioned according to the floor area of the Seller Parties have appealed certain real property Taxes attributable Premises, including mezzanine (if any), as it relates to the Propertiestotal leasable floor area of the building or buildings included in said tax assessment. Such Seller Parties All such taxes and assessments shall be responsible forpayable by Tenant to Landlord within thirty (30) days after receipt of an invoice from Landlord advising Tenant of its share of said taxes and assessments. With respect to any assessments which may be levied against or upon the Premises or which under the laws then in force may be evidenced by improvement or other bonds, or may be paid in annual installments, only the amount of such annual installment (with appropriate proration for any partial year) and statutory interest shall be included within the computation of the annual taxes and assessments levied against the Premises. Taxes for the first and last year of the term hereof shall be prorated between the Landlord and Tenant as of the commencement of, and expiration of the term, subject to the provisions of Article 1, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall payable within ten (10) days’ days after a receipt of an invoice from Landlord. In the event taxes are billed on an estimated basis, Tenant shall pay to Landlord one-twelfth (1/12th) of its proportionate share of the estimated Real Property Taxes for each tax year on the first day of each month, which occurs in such Seller Parties an tax year. The amount equal to of the portion estimated Real Property Taxes shall be based on the most recent available assessment notices or tax bills concerning the entire Building or, at the option of Landlord, the Parcel of which the Premises are a part, or, if there are none, on such amount as Landlord, in good faith, shall estimate. If the amount paid by Tenant toward the estimated Real Property Taxes exceeds the actual amount due at the end of such rebate or refund tax year (as determined from the specific tax bills for such tax year), the excess shall be applied against Tenant's next succeeding payment(s) due under this Section. If the amount paid by Tenant under this Section is less than said actual amount due, Tenant shall pay to which such Seller Parties are so entitled Landlord the deficiency within ten (less any portion thereof to which a Tenant may be entitled)10) days after notice from Landlord. A Seller Party, at its expense, tax xxxx or assessment notice submitted by Landlord to Tenant shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as be conclusive evidence of the date amount of this Agreement, including Real Property Taxes assessed or levied and of the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals items taxed or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldassessed.

Real Property Taxes. Notwithstanding anything From and after the Rent Commencement Date only, Tenant agrees to the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion full value of Real Property Taxes levied upon the Land and the Premises as would otherwise be due from a non-exempt owner before the later of (i) thirty (30) days following Tenant’s receipt of the tax invoice, of (ii) the date such taxes would be delinquent. Landlord shall ensure that the Land will be assigned separate assessor parcel numbers and will not be assessed as part of any other real property owned by Landlord or other parties. “Real Property Taxes” means real estate taxes levied or assessed against the Premises and the Land as finally determined to be legally payable by legal proceedings after taking into account any available discount, excluding any interest or penalty for late payment. The term “Real Property Taxes” as used in this Lease shall be deemed to exclude any transfer, gift, succession, mortgage, capital stock, corporation, income or profit taxes, or Landlord’s gross profit tax, or any special assessment(s) for highway, street, or traffic control improvements, for sanitary or storm sewers, for utilities, or for other off-site improvements in connection with the development of the Premises where the work in connection with such off-site improvements shall have been commenced on or before the Commencement Date, or for any income, franchise, corporate, personal property, capital levy, capital stock, gross receipts, excess profits, transfer, revenue, estate, inheritance, gift, devolution or succession tax payable by Landlord, or any other tax or assessment upon, or measured by, the rent payable by Tenant hereunder. If any tax or assessment may be paid in installments under applicable laws, only the current annual installment for such tax or assessment shall be included within the meaning of the term “Real Property Taxes.” If Landlord shall actually receive a refund of real estate charges for any tax year in which Tenant has paid its proportionate share of real estate charges, Landlord shall refund Tenant’s proportionate share of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant, and this provision shall survive termination of this Lease. Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, right to contest Real Property Taxes so long as applicable, initiate, control, and continue (but not settle or compromise, except Tenant indemnifies Landlord from any liability as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise result thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.

Real Property Taxes. Notwithstanding anything The term “Real Property Tax” or “Real Property Taxes” shall each mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the contrary in this Agreementdirect or indirect power or tax or levy assessments, which are levied or assessed for whatever reason against the Project Leased Premises or any portion thereof, or Landlord’s interest herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Project Leased Premises and located thereon, or Landlord’s business of owning, leasing or managing the Project or the gross receipts, income or rentals from the Project Leased Premises; (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or based upon the use of or number of parking spaces within the Project Leased Premises, the Parties acknowledge that certain amount of public services or public utilities used or consumed (e.g. water, gas electricity, sewage or surface water disposal) at the Project Leased Premises, the number of persons employed by tenants of the Seller Parties have appealed certain real property Taxes attributable Project Leased Premises, the size (whether measured in area, volume, number of tenants or whatever) or the value of the Project Leased Premises, or the type of use or uses conducted within the Project Leased Premises; and (iii) all costs and fees (including attorneys fees) incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to the Propertiesany Real Property Tax. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller PartyIf, at its expenseany time during the Lease Term, shall have the right, but not taxation or assessment of the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending Project Leased Premises prevailing as of the date Effective Date of this AgreementLease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, including assessed or imposed (whether by reason of a change in the employment method of counsel reasonably satisfactory taxation or assessment, creation of a new tax or charge, or any other cause) an alternate, substitute, or additional tax or charge (i) on the value, size, use or occupancy of the Project Leased Premises or Landlord’s interest therein (ii) on a measured by the gross receipts, income or rentals from the Project Leased Premises, or on Landlord’s business of owning, leasing or managing the Project Leased Premises or (iii) imputed in any manner with respect to Purchaserthe operation of the Project Leased Premises, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control then any such appeal tax or charge, however designated, shall be included within the meaning of the terms “Real Property Tax” or “Real Property Taxes” for purposes of this case. If any Real Property Tax is partly based upon property or rents related proceedingto the Project Leased Premises, then such Seller Party shall give prompt written notice to Purchaser only that part of such electionReal Property Tax that is fairly allocable to the Project Leased Premises shall be included within the meaning of the terms “Real Property Tax” or “Real Property Taxes.” Notwithstanding the foregoing, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal terms “Real Property Tax” or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent “Real Property Taxes” shall not unreasonably be withheldinclude estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed Landlord’s income from all sources.

Real Property Taxes. Notwithstanding anything To the extent that the Demised Premises is currently or hereafter may be subject to property taxes, Tenant agrees to pay to Landlord throughout the contrary term of this Lease, as Additional Rent, any and all real property taxes, assessments, and levies assessed against the Demised Premises during each tax year, together with all penalties and interest charged (“Real Property Taxes”), unless Tenant has paid all such Real Property Taxes in full when due. Should any governmental taxing authority acting under any present or future law, ordinance or regulation, levy, assess, or impose a tax, excise and/or assessment (other than an income or franchise tax) upon or against the Rent, or any part of it, payable by Tenant to Landlord, either by way of substitution (in whole or in part) for or in addition to any existing tax on the Demised Premises or otherwise, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimburse Landlord for the amount thereof within thirty (30) days of demand, as the case may be. Reasonable expenses incurred by Landlord in obtaining or attempting to obtain a reduction of any Real Property Taxes shall be added to and included as Additional Rent. Real Property Taxes which are being contested by Landlord shall nevertheless be included for purposes of computing Tenant’s liability hereunder, but if Tenant shall have paid any amount of Additional Rent pursuant to this AgreementSection 13, and thereafter Landlord shall receive a refund of any portion of any Real Property Taxes on which such payment shall have been based, Landlord shall pay to Tenant such refund. Landlord shall have no obligation to contest, object to or litigate the Parties acknowledge that certain levy or imposition of any Real Property Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion any Real Property Taxes without the consent or approval of Tenant. In the event any governmental authority includes in the tax base upon which the Real Property Taxes are levied or assessed the value of any improvements made by Tenant, or of any machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the entire portion of the Seller Parties have appealed certain real property Real Property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and based upon such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal items in addition to the portion of such rebate the Real Property Taxes payable by Tenant as otherwise provided in this Section. Landlord’s failure to collect the estimated Real Estate Taxes shall not be deemed a waiver of Landlord’s right to demand and fully collect the same at later time. Tenant agrees to pay before delinquency all taxes imposed on or refund incidental to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Partythe personal property of Tenant, at the conduct of its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, business and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as its use and occupancy of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldDemised Premises.

Real Property Taxes. Notwithstanding anything All taxes, assessments (special or otherwise) and charges levied upon or with respect to the contrary Property and any ad valorem taxes on personal property used in connection therewith. Real Property Taxes shall include, without limitation, any tax, fee or excise on the act of entering into this AgreementLease, on the occupancy of Tenant, the Parties acknowledge that certain Rent hereunder or in connection with the business of owning and/or Renting space in the Seller Parties have appealed certain real property Taxes attributable to Property which are now or hereafter levied or assessed against Landlord by the Properties. Such Seller Parties shall be responsible forUnited States of America, the Commonwealth of Pennsylvania, the City of Philadelphia or any political subdivision, public corporation, district or other political or public entity, and shall receive the benefit of also include any other tax, assessment, fee or excise, however described (less any portion thereof to whether general or special, ordinary or extraordinary, foreseen or unforeseen), which a Tenant may be entitled)levied or assessed in lieu of, or as a substitute for, any additional Real Property Taxes. Landlord may pay any such special assessments in installments when allowed by law, in which case Real Property Taxes shall include any interest charged thereon. Real Property Taxes shall also include any private assessments or the Building’s contribution towards a private or quasi-public cost-sharing agreement for the purpose of augmenting or improving the quality of service and amenities normally provided by governmental agencies. Real Property Taxes shall also include legal fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes shall not include income, franchise, transfer, inheritance or capital stock taxes, unless, due to a change in the method of taxation, any of such taxes are levied or assessed against Landlord, in whole or in part, in lieu of, as a substitute for, any other tax which would otherwise constitute a Real Property Tax. In the event that at any time during the term of this Lease the assessment for the Property is reduced on appeal with a result that Landlord receives a refund of any real property estate taxes, Landlord shall pay to Tenant its Pro Rata Share of any such refund (net of Landlord’s out-of-pocket expenditures in connection with such appeal). Landlord will exercise commercially reasonable efforts to contest the amount or validity of Real Property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties by appropriate proceedings diligently conducted in good faith, but this shall not be responsible for (or receive the benefit of) construed to require Landlord to appeal an assessment in any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or year in which its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects advises it not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereofdo so. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld15.

Real Property Taxes. Except as specifically provided in this Section 10.1 below, Tenant agrees to pay all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments and any and all assessments under any covenants, conditions and restrictions affecting the Premises (collectively "REAL PROPERTY TAXES") which may be now or hereafter levied or assessed against the Premises applicable to the period from the Commencement Date, until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the Premises as separate tax parcels, then Tenant shall pay Tenant's pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Premises are located. Tenant's pro rata share under such circumstances shall be apportioned according to the value of the Premises as it relates to the total value of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. All Real Property Taxes for the tax year in which the Commencement Date occurs and for the tax year in which this Lease terminates shall be apportioned and adjusted so that Tenant shall not be responsible for any Real Property Taxes for a period of time occurring prior to the Commencement Date or subsequent to the expiration of the Lease term. Tenant agrees to pay to the taxing authority entitled thereto the total Real Property Taxes due. On or before the Commencement Date, Landlord shall make arrangements with the applicable taxing authorities for the delivery of the statements for such Real Property Taxes directly to Tenant. Any of said payments to be made directly to the taxing authority shall be made prior to the delinquency date established by the taxing authority, and Tenant shall, within ten (10) business days after Tenant's receipt of written request from Landlord, deliver evidence of such payment to Landlord. Failure of Tenant to pay said Real Property Taxes as and when herein specified shall, in addition to all other rights and remedies of Landlord hereunder, subject Tenant to any fine, penalty, interest, or cost which Landlord may incur as a result thereof. Tenant shall, within thirty (30) days after demand, reimburse Landlord for any such fine, penalty, interest, or cost, together with interest thereon at the Interest Rate. Landlord and Tenant hereby agree and acknowledge that Tenant shall be entitled to contest and/or appeal the Real Property Taxes assessed by any applicable taxing authority directly to such authority, provided that Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, liabilities and damages incurred by Landlord in connection therewith. If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Premises is located, a tax or excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of rent payable to Landlord hereunder or any tax based on or measured by expenditures made by Tenant on behalf of Landlord, such tax or excise shall be considered "Real Property Taxes" for purposes of this Section 10.1, and shall be payable in full by Tenant. Such taxes or excises shall be payable within thirty (30) days after Tenant's receipt of the tax bill xxxrefor from Landlord. Despite the foregoing, under no circumstances shall Real Property Taxes include Landlord's federal, state or local income, franchise, inheritance or estate taxes. Notwithstanding anything to the contrary in this Agreementcontained herein, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent that any of the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for thereinfollowing items are not of record, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this AgreementLease. Real Property Taxes and assessments shall not include: (i) any assessment districts or landscape districts, including or assessments associated with any other site improvements; (ii) Mellx-Xxxx xxxe infrastructure financing assessments of any type; (iii) costs or fees payable to public authorities in connection with any future construction, renovation and/or improvements to the employment Project; (iv) reserves for future Real Property Taxes; and (v) any documentary transfer taxes arising from a voluntary transfer of counsel reasonably satisfactory to Purchaserthe Premises or any portion of the Project by Landlord. If a reduction in Real Property Taxes is obtained for any year of the Term during which Tenant paid such Real Property Taxes, and then Tenant, at Tenant's option, shall promptly provide to Purchaser all material information relating be entitled to such appeals reduction by way of direct reimbursement. If, by applicable law, any taxes or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser assessments may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceedingbe paid in installments at the option of the taxpayer, then Tenant may pay such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding taxes and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldassessments in installments.

Real Property Taxes. Tenant agrees to pay the Building's Share of all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments and any and all assessments under any covenants, conditions and restrictions affecting the Project (collectively "REAL PROPERTY TAXES") which may be now or hereafter levied or assessed against the Project applicable to the period from the Early Occupancy Date, until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the entire Project by means of a single tax xxxx (i.e., if the Project is separated into two (2) or more separate tax parcels for purposes of levying and assessing the Real Property Taxes), then, at Landlord's option, Tenant shall pay Tenant's pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Premises are located. Tenant's pro rata share under such circumstances shall be apportioned according to the floor area of the Premises as it relates to the total leasable floor area of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. Notwithstanding anything in this Section 10.1 to the contrary contrary, "Real Property Taxes" shall not include Landlord's federal or state income, franchise, inheritance or estate taxes. Upon Tenant's request, Landlord shall, at Tenant's sole cost and expense, contest the amount of Real Property Taxes for the Project, which contest shall be undertaken in a manner to be reasonably determined by Landlord. All Real Property Taxes for the tax year in which the Early Occupancy Date occurs and for the tax year in which this Lease terminates shall be apportioned and adjusted so that Tenant shall not be responsible for any Real Property Taxes for a period of time occurring prior to the Early Occupancy Date or subsequent to the expiration of the Lease term. The amount to be paid pursuant to the provisions of this Section 10.1 shall be paid monthly in advance as part of Tenant's Monthly Operating Expense Charge as estimated by Landlord based on the most recent tax bills and estimates of reappraised values (if reappraisal is to occur), commencing with the month (or partial month on a prorated basis if such be the case) that the Commencement Date occurs. The initial estimated monthly charge for the Building's Share of Real Property Taxes is included in the Monthly Operating Expense Charge as provided in Section 4. Notwithstanding anything in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable Lease to the Properties. Such Seller Parties contrary, Tenant shall be solely responsible for, and shall receive the benefit of pay directly to Landlord (less any portion thereof in addition to which a Tenant may be entitledTenant's Monthly Operating Expense Charge pertaining to Real Property Taxes), any additional real property increase in Real Property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)any improvements made to the Premises by Tenant including, but not limited to, the Tenant Improvements. If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Premises is located, a tax or excise on rent or any other tax however described is levied or assessed by any such Seller Parties are entitled political body against Landlord on account of rent payable to the benefit of Landlord hereunder or any rebate tax based on or refund pursuant to the preceding sentence, then upon receipt measured by or expenditures made by Tenant on behalf of Purchaser Landlord, such tax or its Affiliates of any such rebate or refund, Purchaser excise shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date considered "Real Property Taxes" for purposes of this Agreement, including the employment of counsel reasonably satisfactory to PurchaserSection 10.1, and shall promptly provide to Purchaser all material information relating to such appeals be payable in full by Tenant. Such taxes or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party excises shall give prompt written notice to Purchaser be payable within thirty (30) days after Tenant's receipt of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtax xxxx therefor from Landlord.

Real Property Taxes. Notwithstanding anything All taxes, assessments (special or otherwise) and charges levied upon or with respect to the contrary Property and any ad valorem taxes on personal property used in connection therewith. Real Property Taxes shall include, without limitation, any tax, fee or excise on the act of entering into this AgreementLease, on the occupancy of Tenant, the Parties acknowledge that certain Rent hereunder or in connection with the business of owning and/or renting space in the Seller Parties have appealed certain real property Taxes attributable to Property which are now or hereafter levied or assessed against Landlord by the Properties. Such Seller Parties shall be responsible forUnited States of America, the Commonwealth of Pennsylvania, the City of Philadelphia or any political subdivision, public corporation, district or other political or public entity, and shall receive the benefit of also include any other tax, assessment, fee or excise, however described (less any portion thereof to whether general or special, ordinary or extraordinary, foreseen or unforeseen), which a Tenant may be entitled)levied or assessed in lieu of, or as a substitute for, any additional real property Real Property Taxes. Landlord may pay any such special assessments in installments when allowed by law, in which case Real Property Taxes shall include any interest charged thereon. Real Property Taxes shall also include any private assessments or the Building’s contribution towards a private or quasi-public cost-sharing agreement for the purpose of augmenting or improving the quality of service and any Tax rebates amenities normally provided by governmental agencies. Real Property Taxes shall also include legal fees, costs and disbursements incurred in connection with proceedings to contest, determine or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties reduce Real Property Taxes. Real Property Taxes shall not be responsible for (include income, franchise, transfer, inheritance or receive capital stock taxes, unless, due to a change in the benefit of) method of taxation, any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (taxes are levied or rebates assessed against Landlord, in whole or refunds)in part, in lieu of, as a substitute for, any other tax which would otherwise constitute a Real Property Tax. If such Seller Parties are entitled to In the benefit event that at any time during the term of this Lease the assessment for the Property is reduced on appeal with a result that Landlord receives a refund of any rebate or refund pursuant real estate taxes, Landlord shall pay to the preceding sentence, then upon receipt by or on behalf of Purchaser or Tenant its Affiliates Pro Rata Share of any such rebate or refund, Purchaser shall within ten refund (10) days’ pay to such Seller Parties an amount equal to the portion net of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together Landlord’s out-of-pocket expenditures in connection with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldappeal).

Real Property Taxes. Notwithstanding anything 5.1 Tenant agrees to pay before they become delinquent, any and all real estate taxes, payments in lieu of taxes and special assessments, water and sewer rents, and any other governmental charges, general and special, ordinary or extraordinary (collectively referred to herein as the contrary in this Agreement"Real Property Taxes"), that are lawfully levied or assessed against the Demised Premises. Tenant does hereby indemnify, defend and hold the Landlord harmless from and against any and all damages and costs (including reasonable attorneys' fees ) caused by or resulting from Tenant's failure to pay on a timely basis any Real Property Taxes. 5.2 Landlord or Tenant may request and take whatever steps are required to obtain a separate tax xxxx for the Demised Premises and, if so obtained, the Parties acknowledge that certain Tenant shall pay said tax xxxx in a timely manner. In the event the taxing authority refuses to allow a separate tax xxxx for the Demised Premises, then a method of computation provided by the local assessor's office showing how it arrived at the tax computation for Tenant's improvements and the land shall be satisfactory and binding upon Landlord and Tenant. 5.3 If by law any such Real Property Taxes may be paid in installments, Tenant shall pay each such installment on or before the date upon which such installment may be paid before delinquency, and Tenant shall exhibit to Landlord for examination for all such taxes within 30 days after the last day upon which the same may be so paid. 5.4 In the event Tenant fails to pay any such Real Property Taxes before delinquency, and if such default shall continue for an additional period of thirty (30) days after Landlord shall have given Tenant notice in writing of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentenceexistence thereof, then upon receipt by or on behalf of Purchaser or its Affiliates of any in such rebate or refundevent, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.Landlord may

Real Property Taxes. Notwithstanding anything Tenant shall pay to Landlord all Real Property Taxes relating to the contrary Premises, which shall be considered as Additional Rent payable in accordance with Section 5. of this Agreement, Lease. In the Parties acknowledge that certain event the Premises leased hereunder consists of only a portion of the Seller Parties have appealed certain real property entire parcel being taxed, Tenant shall pay to Landlord the proportionate share of such Real Property Taxes attributable allocated to the PropertiesPremises during the term of this Lease by square footage or other reasonable basis as calculated and determined solely by Landlord. Such Seller Parties If the tax billing pertains entirely to the Premises, and Landlord elects by written notice to Tenant to have Tenant pay such Real Property Taxes directly to the Tax Collector, then in such event it shall be responsible forthe responsibility of Tenant to obtain all tax and assessment bills pertaining to the Premises, and to pay (prior to delinquency) all Real Property Taxes pertaining to the Premises, and all interest and penalties (if any) for non-payment or late payment thereof. Failure to request or receive a xxxx for taxes and/or assessments shall receive not alter or extinguish Tenant’s responsibility to pay the benefit above. The term “Real Property Taxes,” as used herein, shall mean and include (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (less including, without limitation, all installments of principal and interest required to pay any general or special assessments for public improvements, and any increases resulting from reassessments caused by any change in ownership of the Premises or otherwise) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy, or use of all or any portion thereof of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in or about the Premises; and landscaping areas, walkways, parking areas, public utilities, or energy within the Premises; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises; and (iii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord or Tenant in reasonably contesting any Real Property Tax and in negotiating with public authorities as to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)Real Property Tax. If such Seller Parties are entitled to at any time during the benefit term of any rebate this Lease the taxation or refund pursuant to assessment of the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending Premises prevailing as of the commencement date of this AgreementLease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, including assessed or imposed (whether by reason of a change in the employment method of counsel reasonably satisfactory taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Premises, on Landlord’s business of leasing the Premises, or based on vehicular ownership, parking, employment, production or the like, or computed in any manner with respect to Purchaserthe operation or existence of the Premises, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control then any such appeal tax or related proceedingcharge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based in part upon property or rents unrelated to the Premises, then such Seller Party shall give prompt written notice to Purchaser only that part of such electionReal Property Tax that is fairly allocable to the Premises shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding the foregoing, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent term “Real Property Taxes” shall not unreasonably be withheldinclude estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources.

Real Property Taxes. Notwithstanding anything Real Property Taxes" means all taxes, ------------------- assessments (special or otherwise) and charges levied upon or with respect to the contrary Project and ad valorem taxes on personal property used in connection -- ------- therewith. Real Property Taxes shall include, without limitation, any tax, fee or excise on the act of entering into this AgreementLease or any other lease of space in the Project, on the occupancy of Tenant or any other tenant of the Project, the Parties acknowledge that certain rent hereunder or in connection with the business of owning and/or renting space in the Seller Parties have appealed certain real property Taxes attributable to Project which are now or hereafter levied, assessed or imposed against Landlord by the Properties. Such Seller Parties shall be responsible forUnited States of America, the State of California or any political subdivision, public corporation, district or other political or public entity, and shall receive also include any other tax, assessment, fee or excise, however described (whether general or special, ordinary or extraordinary, foreseen or unforeseen), to the benefit of (less any portion thereof to which a Tenant extent it may be entitled)levied, assessed or imposed in lieu of, as a substitute, in whole or in part, for or as an addition to, any additional real property other Real Property Taxes. Landlord may pay any such special assessments in installments when allowed by law, in which case Real Property Taxes shall include any interest charged thereon. In recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Real Property Taxes shall also include any Tax rebates private assessments or refunds attributable to periods prior to the Closing Date Building's contribution towards a private cost-sharing agreement for the purpose of augmenting or improving the quality of service and such appeals; amenities normally provided by governmental agencies, provided that such Seller Parties Tenant shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates share of any such rebate assessments or refundcontribution voluntarily assumed by Landlord unless Tenant has given its prior approval thereof, Purchaser such approval not to be unreasonably withheld in light of Landlord's obligation and desire to operate the Project in a manner consistent with the highest category of premiere, first class office building projects in the Golden Triangle area and on Maple Drive in Beverly Hills, California. Real Property Taxes shall within ten also include reasonable legal fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes, but shall exclude any such costs otherwise included in Operating Expenses, any taxes paid directly by Tenant pursuant to Sections 10.1 and 10.2 ---------------------- and any penalties assessed against the Project or Landlord as a result of Landlord's failure to timely pay any installment of Real Property Taxes when due (10except where such failure is caused by the failure of Tenant to pay timely its share of such Real Property Taxes in accordance with this Lease). Real Property Taxes shall not include income, franchise, transfer, inheritance, estate, or capital stock taxes, unless and, to the extent, due to a change in the method of taxation, any of such taxes are levied, assessed or imposed against Landlord in lieu of, as a substitute, in whole or in part, for or as an addition to, any other tax which would otherwise constitute a Real Property Tax. At all times (including calendar year 2000 if applicable) days’ pay prior to such Seller Parties the assessment of the Project on a fully completed basis, Real Property Taxes shall be adjusted to reflect the amount which Real Property Taxes would be if the Project were assessed on a fully completed and occupied basis. For purposes of computing rent adjustments pursuant to this Article 5, Real Property Taxes shall be --------- allocated and charged to Tenant in accordance with generally accepted accounting and management practices and expressed as an amount equal per square foot of Rentable Area, provided that at all times all Real Property Taxes are allocated to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as all portions of the date Rentable Area of this Agreementthe Project. Notwithstanding any other provision hereof, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent parking revenue taxes shall not unreasonably be withheldincluded in Real Property Taxes or Operating Expenses.

Real Property Taxes. Notwithstanding anything Tenant shall pay all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments and any and all assessments under any covenants, conditions and restrictions affecting the Premises (collectively “Real Property Taxes”) which may be levied or assessed against the Premises applicable to the contrary in period from the Early Occupancy Date with respect to Parcel 1, and the Actual Commencement Date for Parking Lot with respect to Parcel 2, until the expiration or sooner termination of this AgreementLease. Notwithstanding the foregoing provisions, if the Parties acknowledge that certain Real Property Taxes are not levied and assessed against the Premises as separate tax parcels, then Tenant shall pay Tenant’s pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the Seller Parties have appealed certain real property Taxes attributable separate tax parcel on which the Premises are located. Tenant’s pro rata share under such circumstances shall be apportioned according to the Propertiesfloor area of the Premises as it relates to the total leasable floor area of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. Such Seller Parties Tenant reserves the right to approve any assessment of public improvements that may affect the Premises to the extent Landlord has such night. Any future assessments for public improvements may be paid by Landlord in full or in installments, but Tenant’s contribution will be determined and payable based on the assumption that such assessments were allowed to go to bond and became payable in installments. All Real Property Taxes for the tax year in which the Early Occupancy Date and the Actual Commencement Date for Parking Lot occur and for the tax year in which this Lease terminates shall be responsible for, apportioned and shall receive the benefit of (less any portion thereof to which a adjusted so that Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for any Real Property Taxes for a period of time occurring prior to the Early Occupancy Date and the Actual Commencement Date for Parking Lot or subsequent to the expiration of the Lease term. Tenant agrees to pay to the taxing authority entitled thereto the total Real Property Taxes due. Any of said payments to be made directly to the taxing authority shall be made prior to the delinquency date established by the taxing authority, and Tenant shall, concurrently with such payment, deliver evidence of such payment to Landlord. Failure of Tenant to pay said Real Property Taxes as and when herein specified shall, in addition to all other rights and remedies of Landlord hereunder, subject Tenant to any fine, penalty, interest, or cost which Landlord may incur as a result thereof. Tenant shall, within thirty (or receive the benefit of30) days after demand, reimburse Landlord for any such Taxes (fine, penalty, interest, or rebates cost, together with interest thereon at the Interest Rate. If at any time during the Term under the laws of the United States, or refunds) to the extent state, county, municipality, or any political subdivision thereof in which the Unadjusted Purchase Price was adjusted downward (Premises is located, a tax or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of such Taxes (rent payable to Landlord hereunder or rebates any tax based on or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt measured by or expenditures made by Tenant on behalf of Purchaser Landlord, such tax or its Affiliates excise shall be considered “Real Property Taxes” for purposes of any such rebate this Section 10.1, and shall be payable in full by Tenant. Such taxes or refund, Purchaser excises shall be payable within ten (10IO) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as days after Tenant’s receipt of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtax xxxx therefor from Landlord.

Real Property Taxes. Notwithstanding anything Tenant will pay, as additional rent, Sixteen and Seven- Tenths Percent (16.7%) of all real property taxes and general and special assessments. ("Real Property Taxes") levied and assessed against the Premises, the Building, the land underlying the Building, any legal or equitable interest of Landlord in the building and the land underlying the Building, and any portion of such Building, land or legal or interest, prorated during the first and last years of the Term so that Tenant pays only for those days actually within the Term, plus one hundred percent (100%) of all Real Property Taxes and general and special assessments, and one hundred percent (100%) of any increased Real Property Taxes in Lease years subsequent to the contrary year in this Agreementwhich such general or special assessments are made, which are caused by or attributable to Tenant's Improvements and any Subsequent Alterations to the Parties acknowledge that certain Premises made by Tenant, all of which shall be considered "Tenant's Percentage Share" of Real Property Taxes. Periodically, Landlord will notify Tenant of the Seller Parties have appealed certain real property amount of Real Property Taxes attributable to and provide Tenant with a copy of the Properties. Such Seller Parties shall be responsible fortax bill, and shall receive the benefit of (less any portion thereof Tenant will pay Tenant's Percentage Share to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall Landlord not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within later than ten (10) days’ pay to such Seller Parties an amount equal days after the Landlord presents the Real Property Tax bill to the portion Tenant. Landlord shall be obligated to pay all Real Proxxxxy Taxes levied or assessed against the Premises prior to the delinquency date thereof. For purposes of such rebate this Section, Real Property Taxes means and includes all taxes and assessments assessed, imposed or refund levied during any fiscal tax year which occurs wholly or partially during the Term of this Lease, including taxes, assessments and reassessments which are special, unforeseen, or extraordinary as well as those which are regular, foreseen or ordinary, and including any transfer tax, license or permit fee, commercial rental tax, utility tax, improvement bond or bonds, levy or tax (other than inheritance or estate tax) imposed by any authority having the direct or indirect power to which such Seller Parties are so entitled tax, including any city, county, state, or federal government, or any school, agricultural, sanitary, fire, street, drainage, transit, or other improvement district thereof. If any governmental authority imposes, assesses, or levies a tax on rent or any other tax upon Landlord as a substitute in whole or in part for any Real Property Tax or assessment, the substitute tax shall be deemed to be an increase in Real Property Tax and shall be deemed to have been levied and assessed against the Premises, to the extent of the amount allocable thereto. The term Real Property Tax shall also include any tax, fee, levy, assessment, or charge (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, i) in substitution of or in addition to, partially or totally, any tax, fee, levy, assessment, or charge included in this Section in the definition of Real Property Tax, (ii) the nature of which was included within the definition of Real Property Tax, (iii) which is imposed by reason of this transaction, any modifications or changes hereto, or any transfers hereof, including without limitation those related to any loss of or change in Landlord's status as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as a nonprofit public benefit corporation under the laws of the date State of this AgreementCalifornia, including or (iv) which is imposed directly, solely or partially as a result of any loss of or change in Landlord's status as a nonprofit public benefit corporation under the employment laws of counsel reasonably satisfactory the State of California. If Landlord is required to Purchaserimpound Real Property Taxes on a periodic basis during the Term, and shall promptly provide Tenant will pay its proportionate share of Real Property Taxes to Purchaser Landlord in accordance with all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldrequirements.

Real Property Taxes. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that certain Section 10.2 of the Seller Parties have appealed certain Lease is hereby modified by inserting the following at the end of Section 10.2: "From time to time Landlord may challenge the assessed value of the Project as determined by applicable taxing authorities and/or Landlord may attempt to cause the real property Taxes attributable taxes to be reduced on other grounds. If Landlord is successful in causing the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates taxes to be reduced or refunds attributable in obtaining a refund, rebate, credit or similar benefit (hereinafter collectively referred to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit ofas a "reduction") any such Taxes (or rebates or refunds) Landlord shall, to the extent practicable, credit the Unadjusted Purchase Price was adjusted downward reductions to real property taxes for the calendar year to which the reduction applies and to recalculate the real property taxes owed by Tenant for the years after the year in which the reduction applies based on the reduced real property taxes (or upward) pursuant if a reduction applies to Article I determined after taking into consideration Tenant's Base Year, the Base Year real property taxes shall be reduced by the amount of the reduction and Tenant's Share of real property tax increases shall be recalculated for all adjustments provided for therein, comparison years following the year of the reduction based on account of such Taxes (or rebates or refundsthe lower Base Year amount). If such Seller Parties are entitled All reasonable costs incurred by Landlord in obtaining the real property tax reductions shall be considered an Operating Expense and Landlord shall determine, in its sole discretion, to which years any reductions will be applied. In addition, all accounting and related costs incurred by Landlord in calculating new Base Years for tenants and in making all other adjustments shall be an Operating Expense. Further, to the benefit extent Tenant is required to pay any assessment of real property taxes, each assessment shall be deemed to be payable in as many installments as is lawful and only the installments that become due during the term of this Lease and before any rebate fine, penalty, further interest or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant cost may be entitled). A Seller Party, at its expense, added to them shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldpaid by Tenant."

Real Property Taxes. Notwithstanding anything Tenant agrees to pay its pro rata share of all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in lieu or other impositions now or previously within the definition of real property taxes or assessments (collectively “Real Property Taxes”) which may be levied or assessed by any lawful authority against the Project applicable to the contrary in period from the Commencement Date until the expiration or sooner termination of this Agreement, Lease. Tenant’s pro rata share shall be apportioned according to the Parties acknowledge that certain floor area of the Seller Parties have appealed certain real property Taxes attributable Premises as it relates to the Propertiestotal leasable rentable square feet of the Building or buildings located within the Project (including the Premises) for which Landlord is primarily obligated to pay such Real Estate Taxes. Such Seller Parties All Real Property Taxes for the tax year in which the Commencement Date occurs and for the tax year in which this Lease terminates shall be responsible for, apportioned and shall receive the benefit of (less any portion thereof to which a adjusted so that Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for any Real Property Taxes for a period of time occurring prior to the Rent Commencement Date or subsequent to the expiration of the Term. The amount to be paid pursuant to the provisions of this Section 10.1 shall be paid monthly in advance as part of Common Area Expenses as estimated by Landlord based on the most recent lax bills and estimates of reappraised values (If reappraisal is to occur), commencing with the month (or receive partial month on a prorated basis if such be the benefit ofcase) that the Commencement Date occurs. The Initial estimated monthly charge for Tenant’s pro rata share of Real Property Taxes is included in the Monthly Common Area Expense Payment as provided in Section 4. If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Project is located, a tax or excise on rent or any other tax however described is levied or assessed by any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, political body against Landlord on account of such Taxes (rent payable to Landlord hereunder or rebates any tax based on or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt measured by or expenditures made by Tenant on behalf of Purchaser Landlord, such tax or its Affiliates excise shall be considered “Real Property Taxes” for purposes of any this Section 10.1, and shall be payable in full by Tenant. At Landlord’s option, such rebate taxes or refund, Purchaser excises shall be payable monthly in advance on an estimated basis as provided in this Section 10.1 or shall be payable within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as days after Tenant’s receipt of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtax bill therefor from Landlord.

Real Property Taxes. Notwithstanding anything The term "Real Property Tax" or "Real Property Taxes" shall each mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed for whatever reason against the Project or any portion thereof, or Landlord's interest therein, or the fixtures, equipment and other property of Landlord that is an integral part of the Project and located thereon, or Landlord's business of owning, leasing or managing the Project or the gross receipts, income or rentals from the Project; (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or based upon the use of or number of parking spaces within the Project, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or surface water disposal) at the Project, the number of persons employed by tenants of the Project, the size (whether measured in area, volume or number of tenants) or the value of the Project, or the type of use or uses conducted within the Project; and (iii) all costs and fees (including reasonable attorneys' fees) incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Project prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment creation of a new tax or charge, or any other cause) an alternate, substitute, or additional tax or charge (i) on the value, size, use or occupancy of the Project or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Project, or on Landlord's business of owning, leasing or managing the Project or (iii) computed in any manner with respect to the contrary in operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the terms "Real Property Taxes" for purposes of this AgreementLease. If any Real Property Tax is partly based upon property or rents unrelated to the Project, then only that part of such Real Property Tax that is fairly allocable to the Project shall be included within the meaning of the terms "Real Property Taxes", Notwithstanding the foregoing, the Parties acknowledge that certain term "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the Seller Parties have appealed certain real property Taxes attributable to the Propertiesfederal or state income tax imposed on Landlord's income from all sources. Such Seller Parties "Real Property Taxes" shall be responsible for, not include and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) required to pay any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit portion of any rebate tax or refund pursuant to the preceding sentence, then upon receipt by assessment expense or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as increase therein in excess of the date of this Agreement, including amount which would be payable if such tax or assessment expense were paid in installments over the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals longest term allowed by the assessing or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtaxing authority.

Real Property Taxes. Notwithstanding anything Upon written notice from Landlord, Tenant shall pay Landlord the real property tax, as defined herein, applicable to the contrary in Premises during the term of this AgreementLease. As used herein, the Parties acknowledge that certain term "real property tax" shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed on the Premises by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Premises or in the real property of which the Premises are a part, as against Landlord's right to rent or other income therefrom, and as against Landlord's business of leasing the Premises. If the Premises are not separately assessable, Xxxxxx's liability shall be an equitable portion of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible taxes for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreementland and improvements included within the tax parcel assessed, including such proportion to be determined by Landlord from the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals respective valuations assigned in the assessor's work sheets or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may be reasonably request; providedavailable. Landlord's reasonable determination thereof, howeverin good faith, if a Seller Party elects not to control any such appeal or related proceedingshall be conclusive. If Xxxxxx believes the assessed value of the Premises is greater than the actual market value, then such Seller Party shall give prompt written notice to Purchaser of such electionTenant, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s with Xxxxxxxx's prior written consent, which consent will not be unreasonably withheld, may pursue a reassessment at it's expense. Landlord shall not unreasonably be withheldcooperate with Tenant with such efforts. Tenant assumes all risk and expenses and liabilities if the request is denied, or in the event the assessed value is increased as a result of Xxxxxx's request for reassessment.

Real Property Taxes. Commencing on the Commencement Date and continuing throughout the Term, Tenant will pay or cause to be paid, prior to delinquency, all real property taxes and assessments now or hereafter levied or assessed against the Premises (the “Taxes”). Notwithstanding anything to the contrary in this Agreementforegoing, Taxes shall not include (a) any inheritance, estate, succession, transfer, gift, franchise, or capital stock tax; (b) any gross or net income taxes of Landlord; or (c) any excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it (collectively, the Parties acknowledge “Excluded Taxes”), unless the present method of assessment or taxation is changed so that certain the whole or any part of the Seller Parties have appealed certain taxes, assessments, levies or charges now levied, assessed or imposed on real property estate and improvements thereon are changed or discontinued and as a substitute therefore, taxes, assessments, levies or charges are levied, assessed and/or imposed wholly or partially upon Landlord in the form of one or more of the Excluded Taxes, in which event Taxes attributable to will include the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Excluded Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent so levied, assessed or imposed. Taxes will be prorated between the Unadjusted Purchase Price was adjusted downward (parties for any partial year after the Commencement Date or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account at the expiration or other termination of such this Lease. Tenant shall pay Taxes (or rebates or refunds). If such Seller Parties are entitled assessed against the Premises directly to the benefit taxing authority prior to delinquency and shall provide Landlord with copies of any rebate paid tax receipts or refund pursuant to the preceding sentence, then upon receipt by or on behalf other evidence of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall payment within ten (10) days’ business days following such payment. If Tenant fails to pay any Taxes when required to be paid hereunder and that failure continues for more than five (5) business days after written notice from Landlord, then, in addition to any other remedies available to Landlord under this Lease, Landlord may pay such Seller Parties an Taxes, in which event Tenant must immediately reimburse Landlord for the amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Partythus advanced by Landlord, together with the administrative charge and interest at the Default Rate on such other information sums as Purchaser may reasonably request; providedprovided in Section 15.7. Any refunds, however, if a Seller Party elects not to control any rebates and discounts received by Landlord in connection with such appeal or related proceeding, then such Seller Party Taxes shall give prompt written notice to Purchaser be credited against the next installment of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldRent due hereunder.

Real Property Taxes. Notwithstanding anything During the Lease Term, Tenant shall also pay at least twenty (20) days before delinquent any and all Real Estate Taxes, assessed or imposed, or which become a lien upon or become chargeable against or payable in connection with the Building Improvements and the Premises. Within three business days of such payment, Tenant shall provide Landlord evidence of such payment in a form reasonably acceptable to Landlord. In the contrary in this Agreementevent that the Premises are not separately assessed, the Parties acknowledge that certain Tenant shall pay an equitable proportion of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Real Estate Taxes and any Tax rebates or refunds attributable assessments for all the land and improvements included within the tax parcel(s) assessed, with such proportion to periods prior to be determined by Landlord from the Closing Date respective valuations assigned in the Assessor’s worksheets and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser is reasonably available to Landlord, including the Building Improvements and any special improvements constructed for the benefit of Tenant. Real Estate Taxes for the last year of the term of this Lease shall be prorated between Landlord and Tenant as of the expiration date of the term. With respect to any assessments which may reasonably requestbe levied against or upon the Building Improvements or the Premises, or which under the laws then in force may be evidenced by improvement or other bonds and may be paid in annual installments, only the amount of such annual installment, with appropriate proration for any partial year, and interest thereon, shall be included within a computation of taxes and assessments levied against the Building Improvements or the Premises. To the extent tax bills are not otherwise delivered to Tenant and such tax bills are delivered to Landlord, at least sixty (60) days prior to the applicable delinquency date, Landlord will provide Tenant with written notice detailing the amount and due date of each real estate tax Tenant is required to pay pursuant to this Section 12.1.2. In the event that Tenant incurs a late charge on the payment of the Base Monthly Rental or fails to pay the real property taxes within twenty (20) days before delinquent, Landlord may estimate the current real property taxes, and require that such taxes be paid in advance to Landlord by Tenant monthly in advance with the payment of the Base Monthly Rental. Such monthly payment shall be equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which such installment becomes delinquent. When the actual amount of the applicable tax xxxx is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Landlord is insufficient to pay such Real Estate Taxes when due, Tenant shall pay Landlord, upon demand, such additional sum as is necessary. Upon receipt of the full amount of the Real Estate Taxes for such period, Landlord shall, if practicable, pay such Real Estate Taxes before they are delinquent. Advance payments may be intermingled with other moneys of Landlord and shall not bear interest. In the event of a breach by Tenant in the performance of its obligations under this Lease, then any such advance payments may be treated by Landlord as an additional security deposit; provided, however, if a Seller Party elects not to control any the extent that Landlord applies such appeal or related proceedingpayments to anything other than real estate taxes, then such Seller Party Landlord shall promptly give prompt written Tenant notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldapplication.

Real Property Taxes. Notwithstanding anything to Commencing on the contrary in this AgreementLease Commencement Date, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Lessee shall pay Real Property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward same are in the proportion the square footage of the Premises bears to the square footage of the Building against which such Real Property Taxes are assessed and are fairly attributable to the Term of this Lease. Lessee shall pay one-twelfth (or upward1/12th) pursuant of its share of Real Property Taxes each month with and in addition to Article I determined after taking into consideration all adjustments provided for therein, on account its monthly payment of such Taxes (or rebates or refunds)Lessee's Share of Expenses. If any such Seller Parties are entitled Real Property Taxes have not yet been assessed, such payments shall be based upon Lessor's estimate thereof and adjusted by Lessor after such assessment is made so as to correspond Lessee's payments to its share of the actual amounts levied. "REAL PROPERTY TAXES" shall mean all real and personal property taxes, leasehold excise tax, assessments and charges levied upon or with respect to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, Land and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this AgreementBuilding, including the employment of counsel reasonably satisfactory to PurchaserCommon Areas. Real Property Taxes shall include, without limitation, taxes on tenant improvements which are paid for by Lessor and not reimbursed by tenants; all general real property taxes, charges, and general and special assessments for transit, housing, police, fire, roadways, sidewalks, utility service systems and components, and other governmental services or purported benefits to the Land or Building, and service payments in lieu of taxes; and any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes. Real Property Taxes shall promptly provide to Purchaser all material information relating to such appeals not include any local, state or proceedings as and when such information becomes known federal income, franchise, profit, estate, inheritance, gift, or transfer taxes of Lessor unless, due to a Seller Partychange in the method of taxation, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal tax is levied or related proceedingassessed against Lessor as a substitute for, then in whole or in part, any other tax that would otherwise constitute a Real Property Tax. If at any time during the Lease Term, any governmental authority levies or assesses against Lessor any tax, fee or excise on (a) rents payable under any lease of space or accruing from the use of space in the Building, (b) the business of renting space in the Building, (c) the act of entering into this Lease or any other lease of space in the Building, or (d) the use or occupancy by tenants of any space in the Building, such Seller Party tax, fee or excise shall give prompt written notice constitute a Real Property Tax. Real Property Taxes shall also include reasonable legal fees, costs and disbursements incurred in connection with proceedings to Purchaser of such electioncontest, and, thereafter, Purchaser shall have the right, but not the obligation, determine or reduce Real Property Taxes (provided that Lessor agrees to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s obtain Lessee's prior written consent, which consent shall not unreasonably be withheldprior to contesting or attempting to reduce or determine Real Property Taxes).

Real Property Taxes. Notwithstanding anything to 1.1.1. In the contrary in event that the Site is separately assessed by the applicable taxing jurisdictions (separately from the remainder of the WM Property): (i) Lessee shall, during the Term of this Agreement, pay or arrange for the Parties acknowledge that certain payment of the Seller Parties have appealed certain all real property Taxes attributable to taxes and assessments levied upon or assessed against the Properties. Such Seller Parties shall be responsible forSite, and shall receive the benefit Purchaser’s Facility or any other equipment and improvements constructed or installed thereon; and (ii) Lessor shall, during the Term of this Agreement, pay or arrange for the payment of all real property taxes and assessments levied upon or assessed against the WM Property (less any portion thereof to which a Tenant may be entitledexcluding the Site), any additional real property Taxes and any Tax rebates facilities or refunds attributable to periods prior to the Closing Date equipment and such appeals; provided that such Seller Parties shall not be responsible for (improvements constructed or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)installed thereon. If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller PartyLessee, at its sole cost and expense, shall have the rightright at any time to contest any taxes or assessments that may be imposed on the Site or any other part of Purchaser’s Facility in the manner provided by law, but not provided that (x) LESSEE INDEMNIFIES, DEFENDS, AND HOLDS LESSOR HARMLESS FROM AND AGAINST ANY ACTIONS, CLAIMS, DEMANDS, EXPENSES, OR LIABILITIES ARISING OUT OF OR RELATING TO SUCH CONTEST AND/OR APPEAL THAT LESSOR WOULD NOT OTHERWISE HAVE BEEN OBLIGATED TO PAY HAD LESSEE NOT CONTESTED SUCH ITEMS AND (Y) SUCH CONTEST IS DONE IN ACCORDANCE WITH APPLICABLE LAW (INCLUDING THE PAYMENT OF TAXES UNDER PROTEST OR POSTING OF BONDS, IF SO REQUIRED). Any and all refunds received from such contest, including interest, shall be equitably apportioned to the obligation, to, as applicable, initiate, controlaccount of Lessor or Lessee based upon the period affected thereby, and continue (but not settle or compromise, except as expressly provided below) Xxxxxx shall be entitled to receive Xxxxxx’s pro rata share of any such appeal or related proceedings which are pending as refund and reimbursement of Xxxxxx’s pro rata share of the date reasonable, actual third party costs (including reasonable attorneys’ fees) incurred in connection with such contest. The obligations of this Section 11.3.1 shall survive the expiration or earlier termination of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.

Real Property Taxes. Notwithstanding anything As Additional Rent, Tenant will pay Landlord for all Real Property Taxes allocable to the contrary in this Agreement, Occupancy Period. Landlord will pay the Parties acknowledge that certain of the Seller Parties have appealed certain real property Real Property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)appropriate taxing authorities. If such Seller Parties are entitled to the benefit Landlord receives a refund of any rebate or refund pursuant to the preceding sentenceReal Property Taxes for which Tenant has paid Landlord, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or Landlord will refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled)its share after deducting therefrom all related costs and expenses. A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser Landlord shall have the right, but not the obligation, to control such appeal protest, appeal, or related proceeding institute proceedings to effect a reduction of Real Property Taxes at any time, including the right to seek a reduction in the valuation of the Building or the Premises assessed for real estate tax purposes. Landlord will endeavor to provide promptly to Tenant copies of notices of appraised value, tax assessments and bills that it receives from any taxing authorities or other governmental entities with respect to the ad valorem tax on the Premises and the settlement Landlord Personalty. In the event that Landlord elects not to pursue any protest, appeal, or compromise thereofother proceeding relating such ad valorem tax, then Landlord will provide notice to Tenant of such election. A Seller Party Upon Tenant’s receipt of such notice, 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, at its sole cost and expense, to contest the amount or validity of any ad valorem tax or assessment assessed and levied against the Premises or Landlord Personalty, or to seek a reduction in the valuation of the Building or the Premises or the Landlord Personalty assessed for ad valorem tax purposes, by appropriate proceedings diligently conducted in good faith (the “Tenant Tax Appeal”), but only after payment of such taxes and assessments. If required by law, Landlord shall, upon written request of Tenant, join in the Tenant Tax Appeal or permit the Tenant Tax Appeal to be brought in Landlord’s name, and Landlord will reasonably cooperate with Tenant in authorizing such actions, at the sole cost and expense of Tenant. Tenant shall pay any increase that may not settle result in ad valorem taxes or compromise any such appeal or related proceeding without Purchaser’s prior written consentassessments as a consequence of the Tenant Tax Appeal, which consent payment obligations shall not unreasonably be withheldsurvive the expiration or earlier termination of this Lease. Tenant shall have no right to file a Tenant Tax Appeal during the last 12 months of the Lease Term.

Real Property Taxes. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real Real property Taxes attributable to the Properties. Such Seller Parties taxes and all other prorations shall be responsible for, and shall receive the benefit assessed against Purchaser as of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and, thereafter, all risk of loss shall be borne by Purchaser. Purchaser acknowledges that as of the Closing Date, the Lot might not have been assessed as a separately described parcel of real estate and such appeals; provided that such real property taxes for the Lot for the current year might be assessed under a tax bill in the name of Seller, which covers the entire Subdivision. If that is the case, Xxxxxxxxx agrees to pay to Seller Parties at closing that portion of the current tax assessment for the Subdivision (based on the estimated appraised value of the property in which the Lot is located as determined by Seller) which shall not be responsible for (or receive determined by multiplying the benefit of) any such Taxes (or rebates or refunds) to total tax bill by a fraction, the extent numerator of which shall be the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration acreage of the Lot and the denominator of which shall be the total acreage of all adjustments provided for thereinof the lots within the Subdivision covered by the tax bill, on account and then prorating the product of such Taxes (or rebates or refunds)multiplication as of the Closing Date. Xxxxxx agrees to pay the entire tax bill before it becomes delinquent and, upon written request from Purchaser, to provide Purchaser with proof of payment. If such the amount allocated to Purchaser is based upon an estimate and the actual bill for the Subdivision, or if assessed separately, the Lot, varies from the estimate, Seller Parties are entitled shall have the right to adjust the benefit of any rebate or refund pursuant to the preceding sentenceprorated amount and, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion days of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as receipt of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafternotice, Purchaser shall pay any increased amount to Seller. If the Lot is a separately described and assessed parcel of real estate for real property tax purposes, real property taxes assessed against the Lot for the year in which closing occurs shall be prorated as of 12:01 a.m. on the Closing Date. If the current year's taxes have not been determined at the righttime of closing, but not proration shall be based on the obligationprevious year's taxes. After the actual amount of taxes for the Subdivision, or if assessed separately, the Lot, for the year of closing has been determined, Seller has the right to control such appeal or related proceeding and adjust the settlement or compromise thereof. A Seller Party may not settle or compromise prorated amount and, within ten (10) days of receipt of notice, Purchaser shall pay any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldincreased amount to Seller.

Real Property Taxes. Notwithstanding anything All Real Property Taxes (defined below) shall be paid by Landlord and be reimbursed by Tenant to Landlord as provided in Section 3 of this Lease. However, if a supplemental assessment is levied in any calendar year subsequent to the contrary Landlord’s estimate of the Operating Expenses and/or Taxes for that calendar year (as provided in Section 3 of this AgreementLease), and payment is due for said supplemental assessment during this same calendar year, Landlord reserves the right to adjust its estimate of the Operating Expenses and/or Taxes for that calendar year in order to pay before delinquency said supplemental assessment. The Term “Real Property Taxes,” as used herein, shall mean and include: (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including without limitation, all installments of principal and interest required to pay any general or special assessments for public improvements, and any increases resulting from reassessments caused by any change in ownership of the Premises, the Parties acknowledge that certain Building or the Complex, or otherwise) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy, or use of all or any portion of the Seller Parties have appealed certain Complex, the Building or the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements of Landlord located within the Complex, the Building or the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in, on or about the Complex, the Building or the Premises; and landscaping areas, walkways and parking areas; and (ii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. Bay Tech Gross Office Lease Dance Biopharm, Inc. “Real Property Taxes” shall not include (i) any franchise, rental, income, inheritance or profit tax, capital levy or excise tax payable by Landlord (ii) any tax levy, assessment, charge or surcharge resulting from the contamination of real property Taxes attributable by Hazardous Materials except unless caused by the acts or omissions by the Tenant, its agents or contractors and (iii) interest of penalties for the late payment or failure to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less pay any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)taxes. If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller PartyIf, at its expenseany time during the Term of this Lease, shall have the righttaxation or assessment of the Complex, but not the obligation, to, as applicable, initiate, control, and continue (but not settle Building or compromise, except as expressly provided below) any such appeal or related proceedings which are pending the Premises prevailing as of the date Commencement Date of this AgreementLease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, including assessed or imposed (whether by reason of a change in the employment method of counsel reasonably satisfactory taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Complex, the Building or the Premises or Landlord’s interest therein, or (ii) on or measured by the gross receipts, income or rentals from the Complex, the Building or the Premises, on Landlord’s business of leasing the Complex, the Building or the Premises, or Landlord’s interest therein, or based on parking, employment, production or the like in, on or about the Complex, the Building or the Premises, or computed in any manner with respect to Purchaserthe operation of the Complex, the Building or the Premises, then any such tax or charge, however designated, shall be included within the meaning of the Term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based in part upon property or rents unrelated to the Complex, the Building or the Premises, then only that part of such Real Property Tax that is fairly allocable to the Complex, the Building or the Premises shall be included within the meaning of the Term “Real Property Taxes”. If, at any time during the Term of this Lease, any assessments which would be deemed to be Real Property Taxes are levied against the Premises, the Building or the Complex, Landlord may elect either to pay the assessment in full or to allow the assessment to go to bond and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; providedpay it in installments. In either case, however, if a Seller Party elects not Tenant shall only be obligated to control pay to Landlord, with regard to any such appeal or related proceedingassessment, then such Seller Party shall give prompt written notice each time payment of Real Property Taxes is made, a sum equal to Purchaser that which would have been payable by Tenant as its pro rata percentage of such election, and, thereafter, Purchaser shall the installments of principal and interest which would have become due during the right, but not Term of this Lease had Landlord allowed the obligation, assessment to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldgo to bond.

Real Property Taxes. Notwithstanding anything (a) Borrower shall, or shall cause each Expanded Property Owner to, promptly pay all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Expanded Properties, now or hereafter levied or assessed or imposed against the Expanded Properties or any part thereof (the "Real Property Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Expanded Properties or any part thereof (the "Other Property Charges"), and all charges for utility services provided to the contrary Expanded Properties as same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Real Property Taxes, Other Property Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer (or permit any Expanded Property Owner to suffer) and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against any Expanded Property. Except to the extent sums sufficient to pay all Real Property Taxes and Other Property Charges have been deposited (i) with Lender in accordance with the terms of this Agreement or the Lockbox Agreement, or (ii) with a Senior Lender pursuant to the Parties acknowledge that certain Senior Loan Documents, Borrower shall furnish to Lender paid receipts for the payment of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Real Property Taxes and any Tax rebates or refunds attributable to periods Other Property Charges prior to the Closing Date and such appeals; provided that such Seller Parties date the same shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldbecome delinquent.

Real Property Taxes. As Additional Rent and in accordance with Paragraph 4.D (Rent: Additional Rent) of this Lease, Tenant shall pay to Landlord, monthly in advance or as they become due pursuant to statements submitted by Landlord, Xxxxxx’s proportionate share, or other equitable basis, as calculated by Landlord, of all Real Property Taxes relating to the Premises accruing with respect to the Premises commencing on the Lease Commencement Date and throughout the Lease Term and the extended Lease Term (if any). The term “Real Property Taxes” shall also include supplemental taxes related to the period of Tenant’s Lease Term whenever levied, including any such taxes that may be levied after the Lease Term has expired. Landlord may require Tenant to pay to Landlord said taxes, (i) monthly in advance or (ii) as they become due, pursuant to statements submitted to Tenant by Landlord. Landlord may choose to have Tenant pay said real estate taxes directly to the Tax Collector, then in such event it shall be the responsibility of Tenant to obtain the tax and assessments bills and pay, prior to delinquency, the applicable real property taxes and assessments pertaining to the Premises, and failure to receive a bill for taxes and/or assessments shall not provide a basis for cancellation of or non responsibility for payment of penalties for nonpayment or late payment by Tenant. In any event, it shall be Tenant’s responsibility to obtain directly from the Tax Assessor all supplemental tax notices and related supplemental tax bills related to alterations and/or improvements to the Building and process the same in a timely manner as required by the Tax Assessor. Landlord will use commercially reasonable efforts to provide Tenant copies of any supplemental notices and/or tax bills Landlord actually receives; however, any failure of Landlord to provide any such supplemental notices and/or tax bills shall not be considered a default by Landlord under the Lease, and Landlord shall not be liable in such event for the payment of late penalties and/or Tenant’s loss of right to appeal any such supplemental assessments. The term “Real Property Taxes,” as used herein, shall mean (x) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Premises) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed Single Tenant/Single Parcel Initial: [***] against, or with respect to the value, occupancy or use of, all or any portion of the Parcel (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) that accrue and/or occur during the Lease Term or Landlord’s interest therein; any improvements located within the Parcel (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located on the Parcel; or parking areas, public utilities, or energy within the Parcel; (y) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Parcel and (z) all reasonable costs and fees (including reasonable attorneys’ fees) incurred by Landlord in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. Notwithstanding anything to the contrary herein, [***]. Each party shall coordinate their appeal with the other. If at any time during the Lease Term the taxation or assessment of the Parcel and/or improvements thereon prevailing as of the Lease Commencement Date shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment and/or creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (1) on the value, use or occupancy of the Parcel or Landlord’s interest therein or (2) on or measured by the gross receipts, income or rentals from the Parcel, on Landlord’s business of leasing the Parcel, or computed in any manner with respect to the operation of the Parcel, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Parcel, then only that part of such Real Property Tax that is equitably allocable to the Parcel shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding anything to the contrary in this Agreementthe foregoing, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties term “Real Property Taxes” shall not be responsible for (include estate, inheritance, gift or receive franchise taxes of Landlord or the benefit of) any such Taxes (federal or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration state net income tax imposed on Landlord’s income from all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldsources.

Real Property Taxes. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real Real property Taxes attributable to the Properties. Such Seller Parties taxes and all other prorations shall be responsible for, and shall receive the benefit assessed against Purchaser as of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and, thereafter, all risk of loss shall be borne by Purchaser. Purchaser acknowledges that as of the Closing Date, the Lot might not have been assessed as a separately described parcel of real estate and such appeals; provided that such real property taxes for the Lot for the current year might be assessed under a tax xxxx in the name of Seller, which covers the entire Subdivision. If that is the case, Purchaser agrees to pay to Seller Parties at closing that portion of the current tax assessment for the Subdivision (based on the estimated appraised value of the property in which the Lot is located as determined by Seller) which shall not be responsible for (or receive determined by multiplying the benefit of) any such Taxes (or rebates or refunds) to total tax xxxx by a fraction, the extent numerator of which shall be the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration acreage of the Lot and the denominator of which shall be the total acreage of all adjustments provided for thereinof the lots within the Subdivision covered by the tax xxxx, on account and then prorating the product of such Taxes (or rebates or refunds)multiplication as of the Closing Date. Seller agrees to pay the entire tax xxxx before it becomes delinquent and, upon written request from Purchaser, to provide Purchaser with proof of payment. If such the amount allocated to Purchaser is based upon an estimate and the actual xxxx for the Subdivision, or if assessed separately, the Lot, varies from the estimate, Seller Parties are entitled shall have the right to adjust the benefit of any rebate or refund pursuant to the preceding sentenceprorated amount and, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion days of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as receipt of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafternotice, Purchaser shall pay any increased amount to Seller. If the Lot is a separately described and assessed parcel of real estate for real property tax purposes, real property taxes assessed against the Lot for the year in which closing occurs shall be prorated as of 12:01 a.m. on the Closing Date. If the current year's taxes have not been determined at the righttime of closing, but not proration shall be based on the obligationprevious year's taxes. After the actual amount of taxes for the Subdivision, or if assessed separately, the Lot, for the year of closing has been determined, Seller has the right to control such appeal or related proceeding and adjust the settlement or compromise thereof. A Seller Party may not settle or compromise prorated amount and, within ten (10) days of receipt of notice, Purchaser shall pay any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldincreased amount to Seller.

Real Property Taxes. Notwithstanding anything Tenant agrees to pay to the contrary in Landlord throughout the term of this AgreementLease, Tenant's Proportionate Share of all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the Parties acknowledge that certain term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Seller Parties Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have appealed certain by statute or otherwise to protest real property Taxes attributable to estate taxes so long as Landlord is contesting or negotiating the Propertiessame with the governmental authority. Such Seller Parties Nothing herein contained shall be responsible forconstrued to include as a tax which shall be the basis of real estate taxes, and shall receive the benefit of (less any portion thereof to which a Tenant inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then imposed upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably requestLandlord; provided, however, if that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a Seller Party elects not to control substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such appeal real estate, or related proceeding(b) a license fee measured by the rents receivable by Landlord or any portion thereof, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement (c) a tax or compromise license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. A Seller Party In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may not settle or compromise any such appeal or related proceeding without Purchaser’s prior be, after Tenant has received thirty (30) days' written consent, which consent shall not unreasonably be withheldnotification.

Real Property Taxes. Notwithstanding anything Tenant shall pay all Real Property Taxes applicable to the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable Premises directly to the Propertiesapplicable taxing authority during the term of this Lease. Such Seller Parties All such payments shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within made at least ten (10) days’ pay days prior to the delinquency date of such payment. Tenant shall promptly furnish Landlord with satisfactory evidence that all Real Property Taxes have been paid. If any Real Estate Taxes paid by Tenant shall cover any period of time prior to or after the expiration of the term hereof, Tenant's share of such Real Property taxes shall be equitably prorated to cover only the period of time within the fiscal year applicable to such Seller Parties an amount equal Real Property Taxes during which this Lease shall be in effect, and Landlord shall reimburse Tenant to the portion extent required within thirty (30) days of such rebate or refund the expiration of the Term. If Tenant shall fail to which such Seller Parties are so entitled (less pay any portion thereof to which a Tenant may be entitled). A Seller PartyReal Property Taxes, at its expense, Landlord shall have the rightright to pay the same, but not in which event Tenant shall repay such amount to Landlord with Tenant's next rent installment together with interest at the obligationrate applicable hereunder for sums overdue after any applicable notice or grace period. For purposes of this Lease, tothe term "Real Property Taxes" shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed on the Premises by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as applicableagainst any legal or equitable interest of Landlord in the Premises or in the real property of which the Premises are a part, initiate, controlas against Landlord's right to rent or other income therefrom, and continue as against Landlord's business of leasing the Premises. The term "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge (but not settle i) in substitution of, partially or compromisetotally, except as expressly provided belowany tax, fee, levy assessment or charge hereinabove included within the definition of "Real Property Taxes", or (ii) the nature of which was hereinbefore included within the definition of "Real Property Taxes", or (iii) which is added to a tax or charge hereinbefore included within the definition of "Real Property Taxes" by reason of such transfer, (iv) which is imposed by reason of this transaction, any modifications or changes hereto or any transfers hereof, or (v) any such fee assessed or charged by any third party in connection with any assessment appeal or related proceedings Real Property Taxes valuation adjustment which are pending as actually results in a reduction of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldReal Property Taxes.

Real Property Taxes. Notwithstanding anything From and after the Effective Date, Tenant shall pay all Taxes (as defined below) which accrue against or are otherwise payable with respect to the contrary in this AgreementPremises. Tenant shall arrange for the bills for all Taxes to be sent directly from the applicable taxing authorities to Tenant, the Parties acknowledge that certain of the Seller Parties have appealed certain real property and Tenant shall pay all such Taxes attributable directly to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall appropriate taxing authorities not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within later than ten (10) business days prior to delinquency. Landlord shall, at no cost or expense to Landlord, reasonably cooperate with Tenant’s efforts to have the bills for all Taxes sent directly from the taxing authorities to Tenant. Tenant shall provide to Landlord written evidence of timely payment of Taxes by Tenant not later than five (5) business days prior to the last day that any Taxes may be paid without the imposition of interest and/or a penalty. Notwithstanding the provisions of this Section 7(c) to the contrary, if Tenant shall fail to pay any Taxes to the applicable taxing authorities in a timely manner (unless Tenant is contesting such Taxes in accordance with Section 7(d) below) or if Tenant shall default in the payment of any Base Rent, Additional Rent or other sums due under this Lease beyond any applicable notice and cure periods, Landlord may, upon not less than three (3) days’ prior written notice to Tenant, require that Tenant thereafter pay one-twelfth (1/12) of the amount reasonably estimated by Landlord to be the Taxes due and payable during each year thereafter during the Lease Term, together with each monthly installment of Base Rent. Landlord reserves the right to adjust the amount of any such Seller Parties an amount equal estimated payments from time to time. Landlord may commingle any such estimated payments with Landlord’s other funds and shall not be obligated to pay or otherwise credit Tenant for any interest that may be earned thereon. At the end of each full tax year during the Lease Term and again at the expiration or termination of this Lease, Landlord and Tenant shall calculate the actual Tax accruing against the Premises, and Tenant shall be credited or charged, as the case may be, for such adjustments as may be necessary by reason of any difference between the actual amounts determined by Landlord to have accrued against the Premises (or the pro-rata portion of such rebate or refund amount notwithstanding that payment to which such Seller Parties are so entitled (less any portion thereof to which a Tenant the taxing authority may not then be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided belowdue) any such appeal or related proceedings which are pending as of the date expiration or termination of this Agreement, including Lease and the employment amount of counsel reasonably satisfactory such Taxes actually paid by Tenant. If Landlord requires Tenant to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceedingpay monthly estimated installments of Taxes hereunder, then such Seller Party Landlord shall give prompt written notice be obligated to Purchaser pay all Taxes on or before their due dates to the extent that (A) Landlord has received the full amount of such electionTax payments from Tenant and (B) Landlord has received a copy of the xxxx for such Taxes, and, thereafter, Purchaser shall have the right, but not the obligation, in each case at least thirty (30) days prior to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldtheir due date.

Real Property Taxes. Any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Premises or any part thereof or the rent and other sums payable hereunder by Tenant or by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease, (ii) upon any legal or equitable interest of Landlord in the Premises or any part thereof; (iii) upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Premises; (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Premises whether or not now customary or within the contemplation of the parties; or (v) surcharged against the Parking Area. To the extent that Landlord receives during any calendar year any rebate or refund of Real Property Taxes assessed against the Project, the Real Property Taxes for such year shall be reduced by the amount of such rebate or refund received by Landlord. Real Property Taxes shall not include any penalties, interest or late charges caused by Landlord’s failure to timely pay any Real Property Taxes so long as Tenant timely pays to its share of Real Property Taxes pursuant to Paragraph 15. Notwithstanding anything to the contrary in this Agreementherein, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties “Real Property Taxes” shall be responsible for, not include and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties tenant shall not be responsible for required to pay any tax or assessment expense or any increase therein (i) levied on Landlord’s rental income, unless such tax or receive the benefit ofassessment expense is imposed in lieu of real property taxes; (ii) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as in excess of the date of this Agreement, including amount which would be payable if such tax or assessment expense were paid in installments over the employment of counsel reasonably satisfactory to Purchaser, longest possible term; or (iii) imposed on land and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such improvements other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have than the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldProject.

Real Property Taxes. Notwithstanding anything From and after the Execution Date, Tenant shall pay the real property taxes, as defined below, applicable to the contrary Premises through the entire term of this Lease, including all option terms. All such payments shall be made at least five (5) business days prior to the delinquency date. Tenant shall promptly furnish Landlord with satisfactory evidence that such taxes have been paid. If any such taxes paid by Tenant covers any period of time after the expiration of the term hereof, Tenant's share of such taxes shall be equitably prorated to cover only the period of time within the tax fiscal year during which this Lease shall be in effect, and Landlord shall reimburse Tenant to the extent required. If Tenant shall fail to pay any such taxes, Landlord shall have the right to pay the same, in which case Tenant shall repay such amount to Landlord with Tenant's monthly installment of Fixed Rent together with interest on such amounts at the Lease Rate (as defined in Paragraph 22.11, below). If the Premises are not separately assessed, Landlord shall pay all real property taxes on the Premises, and Tenant shall pay the Landlord, within thirty (30) days after request therefor, Tenant's Proportionate Share of the real property taxes imposed upon the entire Shopping Center and all of the buildings and structures located on the Shopping Center. Tenant shall pay to Landlord as Additional Rent, together with the payment of Fixed Rent, or other payments required hereunder which are subject to any excise tax on gross income derived by Landlord under this AgreementLease, regardless of how designated, excluding federal and state income taxes, imposed by any governmental body having jurisdiction, an amount which, when first added to such Fixed Rent, or other payments shall, then yield to Landlord, after deduction of such taxes payable by Landlord with respect to all such payments, a net amount equal to that which Landlord would have received from such payments had no such tax been imposed. As used herein, the Parties acknowledge that certain term "real property taxes" shall include any form of real estate tax or assessment general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed on the Premises by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school, agricultural, sanitary, hospital, fire, street drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Premises or in the real property of which the Premises are a part, as against Landlord's right to rent or other income therefrom, and as against Landlord's business of leasing the Premises. The term "real property taxes" shall also include any tax, fee, levy, assessment or charge, in substitution, partially or totally, of any tax, fee, levy, assessment or charge hereinabove included within the definition of "real property taxes". The term "real property taxes" shall also include any and all assessments for services generally provided without charge to owners and/or occupants of real property prior to the adoption of Proposition 13 by the voters of the Seller Parties have appealed certain real property Taxes attributable to State of California in the PropertiesJune 1978 election. Such Seller Parties Without limiting the generality of the foregoing, Tenant shall be responsible for, and the term "real property taxes" shall receive include, any increase in real property taxes which is caused due to (i) any "change in ownership" of the benefit of (less Premises or any portion thereof of the real property of which the Premises constitute a part (as defined in Sections 60-69 of the California Revenue and Taxation Code, the regulations promulgated thereunder and any amendments or successor statutes or regulations thereto) or (ii) any construction or work of improvement in the Premises or the Shopping Center. All assessments (excluding those relating specifically to which a the Tenant Improvements on the Premises) shall be paid in full by Landlord on or before the Commencement Date (or, if any such assessments may be entitled)paid in installments without penalty and without additional cost to Tenant, any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ Landlord may pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings them as and when such information becomes known they become due). Landlord shall take no action to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control convert the off-site improvement costs incurred for the Shopping Center (or any such appeal or related proceeding, then such Seller Party shall give prompt written notice future costs) to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldassessments.

Real Property Taxes. Notwithstanding anything Except to the contrary in this Agreementextent any such impositions are excluded from Lease Expenses under Section 8.1 above, the Parties acknowledge that certain of the Seller Parties have appealed certain Tenant shall pay, at least ten days before delinquency, all real property Taxes or real estate taxes, assessments, and other impositions, whether general, special, ordinary, or extraordinary, and of every kind and nature, which may be separately levied, assessed, imposed upon or with respect to the Premises to the extent attributable to the PropertiesTerm. Such Seller Parties On demand by Landlord, Tenant shall be responsible forfurnish Landlord with satisfactory evidence of such payments. Landlord may, at its election, pay such taxes, assessments, license fees, and/or other charges and Landlord shall receive immediate reimbursement of that portion of the benefit amounts so paid that are applicable to the Term, regardless of (less the validity of the levy. To the extent Tenant pays any portion thereof to such taxes, assessments, license fees and/or other charges, which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds are attributable to periods prior to any period after the Closing Date expiration or earlier termination of this Lease, Landlord shall, within thirty (30) days following such expiration or earlier termination and such appeals; provided that such Seller Parties shall not be responsible for (or receive Tenant's written demand therefor, the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the pro-rata portion of such rebate payment attributable to such period. If, by applicable law, any taxes or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant assessments may be entitled)paid in installments at the option of the taxpayer, then whether or not Landlord elects to pay taxes and assessments in installments, Tenant's liability for such taxes an assessments shall be computed as if such election had been made, and only the installments thereof and any interest or fee payable thereon which would have become due during the Lease Term shall be included in Lease Expenses. A Seller Party, at its expense, Tenant shall have the right, but not by appropriate proceedings, to protest or contest with the obligationappropriate governmental agency any assessment, toreassessment or allocation of real property taxes or other taxes payable by Tenant hereunder, in whole or in part; provided that Tenant provides such financial assurances as applicableLandlord may reasonably require in order to bond over or provide for such taxes and no jeopardy or threat to the Landlord's interest in the Premises or any portion thereof exists as a result. Tenant may act in its own name and Landlord shall, initiateat Tenant's request and expense, controlreasonably cooperate with Tenant in connection with such contest. Tenant may utilize any legal procedure for payment under protest, if available, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory may xxx to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.recover

Real Property Taxes. Notwithstanding anything 1. Tenant To Pay All Taxes Tenant shall pay to the contrary in this Agreementappropriate taxing authority, the Parties acknowledge that certain as additional rent, its prorata share of the Seller Parties have appealed certain any and all real property Taxes estate taxes, ad valorem taxes and assessments, assessments, surcharges and municipal or government charges, general and special, ordinary and extraordinary, of every kind and nature whatsoever attributable to the PropertiesLeased Premises (excluding any transfer or excise tax imposed as a consequence of Landlord's transfer or assignment of its interest in this Sublease) which may be levied, imposed or assessed during any fiscal tax year which occurs wholly or partially during the term of this Lease against all of the land, buildings and other real property improvements of the Leased Premises. Such Seller Parties If any general or special assessment is levied and assessed, Landlord can elect to either pay the assessment in full or use the installment payment method as authorized by the appropriate levying authority. If Landlord pays the assessment in full, Tenant shall pay to Landlord each time a payment of real property taxes is made a sum equal to that which would have been payable, had Landlord elected to pay such assessment under the installment payment method (as both principal and interest, at the rate of interest utilized by the taxing authority), had Landlord used the optional installment payment method; provided, however, Tenant shall be responsible forentitled to pay such assessment in full at the time Landlord pays it in full. At any time during the lease term, if Tenant has not paid when due any tax payment required hereunder or under the Third Party Leases, Landlord may elect to require the real property taxes be paid by Tenant in equal monthly installments in such amounts as are estimated and billed for each tax year by Landlord at the commencement of the lease term and at the beginning of each successive tax year during the lease term, each such installment being due on the first day of each calendar month. At any time during a tax year, Landlord may re-estimate the real properly taxes and thereafter adjust Tenant's monthly installments payable during the tax year to reflect more accurately Tenant's real property taxes. Within thirty (30) days after Landlord's receipt of tax bills for each tax year, or such reasonable time thereafter, Landlord will notify Tenant of the amount of real property taxes for the tax year in question. Any overpayment or deficiency in Tenant's payment of the real property taxes for each tax year shall be adjusted between Landlord and Tenant, and Landlord and Tenant hereby agree that Tenant shall receive pay Landlord or Landlord shall credit to Tenant's account (or, if such adjustment is at the benefit end of (less any portion thereof to which a Tenant may be entitledthe Term, Landlord shall pay Tenant), as the case may be, within fifteen (15) days of the aforesaid notice to Tenant, such amount necessary to effect such adjustment. The failure of Landlord to provide such notice within the time prescribed above shall not relive Tenant of any additional of its obligations hereunder. Notwithstanding the foregoing, if Landlord is required under law to pay real property Taxes and any Tax rebates or refunds attributable taxes in advance, Tenant agrees to periods prior to pay Landlord, upon commencement of the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for thereinterm of this Lease, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion real property taxes for the entire tax year in which the term of this Lease commences, and in such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Partyevent, at its expensethe termination of this Lease, Tenant shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings be entitled to a refund of real property taxes paid which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known attributable to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldperiod after this Lease expires.

Real Property Taxes. Notwithstanding anything For purposes of this Lease, "Real Property Taxes" shall consist of all transit charges, housing fund assessments, real estate taxes and all other taxes relating to the contrary in this AgreementBuilding, Property and/or the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, toProject, as applicable, initiateall other taxes which may be levied in lieu of real estate taxes, controlall assessments, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and continue (but not settle improvements or compromiseamounts necessary to be expended because of governmental orders, except whether general or special, ordinary or extraordinary, unforeseen as expressly provided below) well as foreseen, of any such appeal kind and nature for public improvements, services, benefits, or related proceedings any other purpose, which are pending as of assessed, levied, confirmed, imposed or become a lien upon the date of this Agreement, including Building or the employment of counsel reasonably satisfactory Property or become payable during the Term (or which become payable after the expiration or earlier termination hereof and are attributable in whole or in part to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Partyany period during the Term hereof), together with all costs and expenses reasonably incurred by Landlord in contesting, resisting or appealing any such other information as Purchaser may reasonably requesttaxes, rates, duties, levies or assessments. "Real Property Taxes" shall exclude any franchise, estate, inheritance or succession transfer tax of Landlord, or any federal or state income, profits or revenue tax or charge upon the net income of Landlord from all sources; provided, however, that if at any time during the Term there is levied or assessed against Landlord a Seller Party elects not federal, state or local tax or excise tax on rent, or any other tax however described on account of rent or gross receipts or any portion thereof, Tenant shall pay one hundred percent (100%) of the Tenant's Share of any said tax or excise applicable to control any such appeal or related proceeding, then such Seller Party Tenant's Rent as Additional Rent. Landlord shall give prompt written notice to Purchaser provide Tenant with a copy of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding Landlord's tax statement for each year and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldcomputation used to determine Tenant's Share of the same.

Real Property Taxes. Notwithstanding anything All Real Property Taxes shall be paid by Landlord. However, the portion of the Real Property Taxes that are assessed on the parcels where improvements made by Tenant are located (which parcel numbers are set out in Exhibit D) at the 0000 Xxxxxxxx Xxxxxx address, shall be billed by Landlord to Tenant, and Tenant shall pay such portion of the Real Property Taxes to Landlord as are reasonably and fairly allocable to Tenant's improvements no later than thirty (30) days after receipt from Landlord of the Real Property Tax xxxx from the taxing governmental authority. The term "Real Property Taxes," as used herein, shall mean and include: (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including without limitation, all installments of principal and interest required to pay any general or special assessments for public improvements) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the contrary in this Agreementvalue, the Parties acknowledge that certain occupancy, or use of all or any portion of the Seller Parties have appealed certain Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed by the Tenant) or Landlord's interest therein; any improvements located within the Premises (regardless of ownership) constructed by Tenant; the fixtures, equipment and other property of Landlord, real property Taxes or personal, that are an integral part of and located in the Premises; and landscaping areas, walkways, parking areas, public utilities, or energy within the Premises; and (ii) all costs and fees (including reasonable attorneys' fees) incurred by Landlord or Tenant in reasonably contesting any Real Property Tax attributable to the Properties. Such Seller Parties shall be responsible for, parcel(s) on which the Building is located and shall receive the benefit of (less in negotiating with public authorities as to any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Real Property Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties parcel(s) on which the Building is located. Tenant shall not be responsible for obligated to pay (or receive the benefit ofa) any such Taxes state, local, federal or corporate income tax measured by the income of Landlord from all sources; (b) any franchise, succession or rebates transfer taxes; (c) interest on taxes or refundspenalties resulting from Landlord's failure to pay taxes in a timely manner; (d) any increases in taxes attributable to additional improvements to the extent the Unadjusted Purchase Price was adjusted downward (Building or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of parking areas unless such Taxes (or rebates or refunds). If such Seller Parties are entitled improvements to the benefit of Building or parking areas are for Tenant's benefit; (e) any rebate or refund pursuant increases in taxes attributable to the preceding sentencesale, then upon receipt by transfer, exchange or on behalf other disposition of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to Landlord's interest in the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldBuilding.

Real Property Taxes. Notwithstanding anything Tenant shall pay to Landlord in the contrary manner set forth in this AgreementSection 8 below, the Parties acknowledge that certain and as Additional Rent, Tenant's Percentage Share of the Seller Parties have appealed certain real property Real Property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, tax parcel within which the Building is located and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund Real Property Taxes attributable to which such Seller Parties are so entitled the developed Common Facilities in the Project (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the rightincluding, but not the obligation, limited to, common detention ponds, the central park area, Building and Project roads, Building and Project landscaping, etc.) allocated by Landlord to the Building based on the Building's pro rata share thereof (as applicablesuch pro rata share is reasonably determined by Landlord) (collectively, initiate, control, and continue (but "Tenant's Percentage Share of Real Property Taxes"). Landlord shall not settle or compromise, except as expressly provided below) allocate to Tenant any such appeal or related proceedings which are pending as portion of any Real Property Taxes attributable to undeveloped portions of the date Project, developed portions of the Project held for lease (excluding the Building), or developed portions of the Project that are not Common Facilities. Tenant's obligation to pay Tenant's Percentage Share of Real Property Taxes during the Term shall survive the expiration or early termination of this AgreementLease provided that Landlord invoices Tenant for such amounts no later than two (2) years after such expiration or early termination. If this Lease shall commence or terminate on a day other than the first or last day of a calendar year, including respectively, the employment amount of counsel reasonably satisfactory to Purchaser, Tenant's Percentage Share of Real Property Taxes payable by Tenant for such calendar year shall be prorated on the basis of a 365 day year and shall promptly provide be due and payable when rendered notwithstanding termination of this Lease provided that Landlord invoices Tenant for such amounts no later than two (2) years after such expiration or early termination. Tenant's Percentage Share of Real Property Taxes allocable to Purchaser all material information relating the calendar year in which this Lease commences or terminates shall be deemed to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser have been incurred evenly over the entire twelve (12) month period of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldcalendar year.

Real Property Taxes. Notwithstanding anything Tenant agrees to pay to Landlord, prior to delinquency, all "taxes applicable to the contrary in this AgreementProperty," which shall include taxes, assessments, bonds and other charges imposed by any government entity on The Property, any special assessments imposed on The Property for the Parties acknowledge that certain construction or improvement of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive public works for the benefit of (less any portion thereof to which a Tenant may be entitled)The Property, any additional real property Taxes and any Tax rebates tax, fee, or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for thereinexcise levied, assessed, and/or based on rent, on account the square footage of such Taxes (or rebates or refunds). If such Seller Parties are entitled to The Property, on the benefit act of any rebate or refund pursuant to the preceding sentenceentering into this Lease, then upon receipt by or on behalf of Purchaser Tenant's occupancy, or its Affiliates of any such rebate other tax, fee, or refundexcise, Purchaser shall within ten (10) days’ pay however described, in substitution or in addition to such Seller Parties an amount equal taxes applicable to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which The Property, including, without limitation, a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably requestso-called value added tax; provided, however, if a Seller Party elects that Tenant shall not be required to control pay any municipal, county, state, or federal income or franchise taxes of Landlord or transfer taxes of Landlord. With respect to any assessments which may be levied against or on The Property and which under the laws then in force may be evidenced by improvement or other bonds or may be paid in annual installments, there shall be included within the definition of "taxes applicable to The Property," with respect to any tax fiscal year, only the current annual installment for such appeal or related proceedingtax fiscal year. In the event The Property is not separately assessed, then such Seller Party the taxes, assessments and other charges shall give prompt written notice be apportioned upon the ratio of total number of square feet in The Property to Purchaser the total number of such electionsquare feet in all offices in The Building. Within a reasonable time after the date Landlord receives each tax xxxx covering The Property, andLandlord shall notify Tenant in writing of the following: (1) the total taxes applicable to The Property for the tax fiscal year in question; and (2) the basis for calculating the taxes applicable to The Property. Tenant's liability to pay taxes applicable to The Property shall be prorated on the basis of a 365-day year to account for any fractional portion of a tax fiscal year included in the term at its commencement and expiration. After expiration or termination of the term, thereafterTenant shall pay to Landlord, Purchaser immediately on demand, the amount remaining unpaid toward Tenant's obligation to pay taxes applicable to The Property for the partial tax fiscal year included in the term at its end, or Landlord shall pay to Tenant any excess amounts Tenant shall have paid to Landlord for such last tax fiscal year included in the rightterm at its end, but provided Tenant is not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldin default.

Real Property Taxes. Notwithstanding anything For purposes of this Lease, "Real Property Taxes" shall mean any and all federal, state and local governmental taxes, assessments and charges of any kind or nature, whether general, special, ordinary or extraordinary, which Landlord shall pay or become obligated to pay because of or in connection with the contrary in this Agreementownership, the Parties acknowledge that certain leasing, renting, management, control or operation of the Seller Parties have appealed certain Project or of the personal property, fixtures, machinery, equipment, systems and apparatus located therein or used in connection therewith. Real Property Taxes shall include, without limitation, real estate taxes, personal property Taxes attributable to the Properties. Such Seller Parties shall be responsible fortaxes, sewer rents, water rents, assessments (special or otherwise), transit taxes, and ad valorem taxes. Real Property Taxes shall receive the benefit of also include all tees, costs and expenses (less any portion thereof to which including, without limitation, reasonable legal fees and court costs) paid by Landlord in connection with protesting or contesting, or seeking a Tenant may be entitled)refund or reduction of, any additional real property Taxes and of the aforesaid Real Property Taxes, regardless of whether the Landlord is ultimately successful. If at any Tax rebates time during the Term hereof, a tax or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for excise on rents or income or other tax however described (herein called "Rent Tax") is levied or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for thereinpolitical subdivision thereof, on account of the Rent hereunder or the interest of Landlord under this Lease, such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentenceRent Tax shall constitute and be included in Real Property Taxes, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if that in no event shall Tenant be obligated (a) to pay for any year any greater amount as a Seller Party elects not result of such Rent Tax than would have been payable by Tenant had the rentals paid to control Landlord under all Project leases (being the rentals upon which such taxes are imposed) been the sole taxable income of Landlord for the year in question or (b) to pay or to reimburse Landlord for any tax of any kind assessed against Landlord on account of any such appeal Rent Tax having been reimbursed to Landlord by Tenant or related proceedingany third party. For the purposes of determining Real Property Taxes for any given calendar year, then the amount to be included for such Seller Party calendar year (a) from special taxes or assessments payable in installments, shall give prompt written notice be the amount of the installments (and any interest) due and payable during such calendar year, (b) from all other Real Property Taxes, shall be the amount of the payments thereof due and payable during such calendar year, and (c) from any adjustments (including, without limitation, a refund) to Purchaser any Real Property Taxes by the taxing authority, when such adjustment has resulted in a corresponding adjustment payment by or to Landlord, shall constitute an adjustment to Real Property Taxes for the calendar year to which such adjustment is applicable, regardless of when such adjustment is made or received by Landlord, as the case may be. Landlord shall refund to Tenant Tenant's Share of any net refund (after deducting therefrom all reasonable expenses incurred in obtaining such refund) received by Landlord of any Real Property Taxes paid by Tenant pursuant to the terms of this Lease, up to the amount paid by Tenant on account of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereofrefunded Real Property Taxes. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent Real Property Taxes shall not unreasonably include any net income (except Rent Tax as hereinabove provided), capital, stock, succession, transfer, franchise, gift, estate or inheritance taxes, unless the same shall be withheldimposed in lieu of all or any portion of Real Property Taxes.

Real Property Taxes. Notwithstanding anything For purposes of this Lease, "Real Property Taxes" shall consist of all transit charges, housing fund assessments, real estate taxes, and all other taxes relating to the contrary Premises or the Building, all other taxes which may be levied in this Agreementlieu of real estate taxes, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible forall assessments, assessment bonds, levies, fees and other governmental charges including but not limited to, charges for traffic facilities and improvements, water service studies, and shall receive improvements or 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 purpose, which are assessed, levied, confirmed, imposed or become a lien upon the benefit Premises or the Building or become payable during the Term (or which become payable after the expiration or earlier termination of (less this Lease and are attributable in whole or in part to any portion thereof to which a Tenant may be entitledperiod during the Term), any additional real property Taxes together with all costs and any Tax rebates expenses incurred by Landlord in good faith in contesting, resisting, or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) appealing any such Taxes (taxes, rates, duties, levies or rebates assessments, including, without limitation, legal fees. "Real Property Taxes" shall exclude any franchise, estate, inheritance or refunds) to succession transfer tax of Landlord, or any federal or state income, profits or revenue tax or charge upon the extent net income of Landlord from all sources promulgated and effective after the Unadjusted Purchase Price was adjusted downward (Commencement Date; provided, however, that if at any time during the Term there is levied or upward) pursuant to Article I determined after taking into consideration all adjustments provided for thereinassessed against Landlord a federal, state or local tax or excise tax on rent, or any other tax however described on account of such Taxes rent or gross receipts or any portion thereof, Tenant shall pay as Additional Rent one hundred percent (100%) of any said tax or rebates or refunds)excise applicable to Rent collected from Tenant. If the Real Property Taxes payable for the Base Year are reduced by final determination of legal proceedings, settlement, or otherwise, such Seller Parties are entitled reduced amount as finally determined shall become the amount of Real Property Taxes payable for the Base Year for purposes of this Lease and such reduced amount shall be used to determine Tenant's Share of Real Property Taxes payable by Tenant during the benefit Term of any rebate this Lease, and all payments of Tenant's Share of Real Property Taxes theretofore paid or refund pursuant payable under this Lease shall be recomputed on the basis of such reduction, and Tenant shall pay to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall Landlord as Additional Rent within ten (10) days’ pay to days after being billed therefor any deficiency between the amount of such Seller Parties an amount equal payments computed prior to the portion reduction and the amount thereof due as a result of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldrecomputation.

Real Property Taxes. Notwithstanding anything to Sublessor shall pay all Real Property Taxes levied upon the contrary in this Agreement, Land and the Parties acknowledge that certain of Property before the Seller Parties have appealed certain delinquency date. "Real Property Taxes" means all real property taxes, special and extraordinary assessments, including the existing Mellx Xxxs xxxancing, "Poway CFD 88-1," and all other Parkway Business Centre assessments (computed as if paid in permitted installments regardless of whether actually so paid) and other similar governmental levies, assessed against the Property, together with any tax, or other levy, however denominated, on or measured by gross or net rentals received from the rental of land or space or both if similar in nature to, or levied in lieu of Real Property Taxes. Real Property Taxes attributable to shall not include any income, franchise, estate, inheritance, succession, capital levy, net income, excess profits or transfer taxes imposed upon Sublessor, or any assessments levied for the Properties. Such Seller Parties shall be responsible for, and shall receive the sole benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Sublessor. Real Property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties also shall not be responsible for include any new taxes or assessments (such as new Mellx Xxxs xxxancing) placed upon the Property with the consent or receive the benefit of) acquiescence of Sublessor, unless Subtenant also consents thereto. In addition, Real Property Taxes shall not include any taxes or assessments (such Taxes (as new or rebates or refundsexisting Mellx Xxxs xxxancing) to the extent that the Unadjusted Purchase Price was adjusted downward Property may be disproportionately burdened by the payment of such taxes or assessments as compared to the other properties lying within such taxing or assessment district. If any tax, special or ordinary assessments are imposed or levied with respect to this Sublease, the Property or occupancy thereof in substitution for (in whole or upward) in part), any Real Property Taxes, all such substitutions shall for the purpose of this Sublease be considered as Real Property Taxes regardless of how denominated or the source from which collected. Subtenant shall reimburse Sublessor for Subtenant's Share of the expense associated with such Real Property Taxes pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date Section 4.2 of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldSublease.

Real Property Taxes. Notwithstanding anything Tenant agrees to pay, as additional rent, all real property taxes and assessments levied or assessed against the Premises, including the Real Property, the Building and the other Improvements, applicable to any period from and after the Commencement Date and continuing through the end of the Term of the Lease. Any real property tax or assessment relating to a fiscal period, a part of which precedes the Commencement Date or continues beyond the end of the Term of the Lease, shall be prorated so Tenant shall pay only that portion thereof which relates to the contrary in this Agreement, the Parties acknowledge that certain portion of the Seller Parties have appealed certain real property Taxes attributable subject tax period commencing with the Commencement Date and ending on the expiration or sooner termination of the Term of this Lease. Tenant further agrees to pay any tax or excise on rent or any other tax, however described, that is levied or assessed by the Properties. Such Seller Parties shall be responsible forState of California, and shall receive or any political subdivision thereof, against Landlord on account of or measured by the rentals and/or other charges payable to or for the benefit of (less Landlord hereunder. If under the laws of the State of California, or any portion thereof political subdivision thereof, at any time during the term hereof, the methods of taxation shall be altered so as to impose in lieu of current methods of assessments and taxation, in whole or in part, taxes based on other standards, or in lieu of any increase therein, such taxes shall be deemed to be a tax levied or assessed upon the Premises for the purposes of this Lease. Nothing herein contained, however, shall obligate Tenant to pay any income, inheritance, estate, gift, succession, sales, use, or a transfer tax of Landlord, nor shall Tenant be deemed obligated to pay any personal property, corporation, franchise, payroll, excess profits, excise, or privilege tax which a Tenant may be entitled)assessed or levied against Landlord. Landlord shall cause the tax xxxx to be mailed directly by the tax assessor to Tenant, any additional and Tenant shall pay the real property Taxes taxes and any Tax rebates or refunds attributable to periods prior assessments directly to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within taxing authority at least ten (10) days’ pay days prior to such Seller Parties an amount equal to the portion delinquency and concurrently provide Landlord with evidence of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which payment in a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel form reasonably satisfactory to PurchaserLandlord. If required by Landlord’s lender, and Tenant shall promptly also provide evidence of payment to Purchaser all material information relating to such appeals or proceedings Landlord’s lender as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have required by the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldloan documents.

Real Property Taxes. Notwithstanding anything Landlord shall pay all Real Property Taxes with respect to the contrary Building and the Project, which shall be included in this AgreementOperating Expenses. If the Premises are separately assessed, or included within an assessor’s parcel that does not encompass the Parties acknowledge that certain entire Project, Landlord shall adjust Tenant’s Share of Operating Expenses as it relates to Real Property Taxes, to reflect the proportion between the area of the Seller Parties Premises and the total area of the assessor’s parcel encompassing the Premises. Tenant may, upon the receipt of prior written approval of Landlord, such approval not to be unreasonably withheld, contest any Real Estate Taxes against the Project and attempt to obtain a reduction in the assessed valuation of the Project for the purpose of reducing any such tax assessment. In the event Landlord approves, and upon the request of Tenant, but without expense or liability to Landlord, Landlord shall cooperate with Tenant and execute any document which may be reasonably necessary and proper for any proceeding. If a tax reduction is obtained, there shall be a subsequent reduction in Tenant’s Real Estate Taxes for such year, and any excess payments by Tenant shall be refunded by Landlord, without interest, when all refunds to which Landlord is entitled from the taxing authority with respect to such year have appealed certain real property been received by Landlord. In the event Landlord desires to contest any Real Estate Taxes, Tenant agrees to cooperate with Landlord and execute any document which may be reasonably necessary and proper for any proceeding, at no cost to Tenant. Tenant shall not be liable for increases in Real Estate Taxes attributable to additional improvements to expand the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as rentable area of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldProject.

Real Property Taxes. Notwithstanding anything to the contrary in this AgreementLandlord and Xxxxxx acknowledge and agree that irrespective of ownership, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to and improvements thereon which form the Properties. Such Seller Parties Premises and Property shall be responsible for, subject to real estate taxation by the City of Sheboygan and that the lien of such real estate taxes shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods in all respects prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit lien of any rebate mortgage thereon. Xxxxxx agrees that the Premises shall be subject to real property taxes and assessments in the same manner as if Tenant held fee ownership of the Premises. Tenant shall, during the term of this Lease, pay and discharge, as they become due, promptly and before delinquency, all real estate and personal property taxes and outstanding assessments, both general and special, and special charges, levied or refund pursuant assessed by any lawful authority, and/or payable during or with respect to each calendar year during the preceding sentenceterm hereof, then upon receipt by against the land, buildings and/or all other improvements on the Premises or on behalf of Purchaser or its Affiliates of against any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to improvements which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitledadded thereto. Tenant shall only be obligated to pay installments of special assessments (using the longest amortization schedule available) coming due during the term of this Lease. All such taxes and charges (with the exception of personal property taxes on Tenant’s personal property). A Seller Party, shall be prorated, if necessary, at its expense, the commencement and expiration of the Lease term. Tenant shall have the right, but not at its own cost and expense, to initiate and prosecute any proceedings permitted by law for the obligationpurpose of obtaining an abatement of or otherwise contesting the validity or amount of taxes assessed to or levied upon the Premises and required to be paid against Landlord's estate and, toif required by law, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any Tenant may take such appeal or related proceedings which are pending as action in the name of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and Landlord who shall promptly provide to Purchaser all material information relating cooperate with Tenant to such appeals or proceedings extent as and when such information becomes known to a Seller Party, together with such other information as Purchaser Tenant may reasonably request; require, provided, however, if that Tenant shall fully indemnify and save Landlord harmless from all loss, cost, damage and expense incurred by or to be incurred by Landlord as a Seller Party elects not to control any result thereof, and further provided that Tenant shall, at Xxxxxxxx’s request, escrow or post a bond for the full amount of the tax claim pending such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldproceedings.

Real Property Taxes. Notwithstanding anything to 1.1.1 In the contrary in event that the RNG Site is separately assessed by the applicable taxing jurisdictions (separately from the remainder of the WM Property): (i) Lessee shall, during SMRH:4870-4515-0077.1 -19- the Term of this Agreement, pay or arrange for the Parties acknowledge that certain payment of the Seller Parties have appealed certain all real property Taxes attributable to taxes and assessments levied upon or assessed against the Properties. Such Seller Parties shall be responsible forRNG Site, and shall receive the benefit Purchaser’s Facility or any other equipment and improvements constructed or installed thereon; and (ii) Lessor shall, during the Term of this Agreement, pay or arrange for the payment of all real property taxes and assessments levied upon or assessed against the WM Property (less any portion thereof to which a Tenant may be entitledexcluding the RNG Site), any additional real property Taxes and any Tax rebates facilities or refunds attributable to periods prior to the Closing Date equipment and such appeals; provided that such Seller Parties shall not be responsible for (improvements constructed or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)installed thereon. If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller PartyLessee, at its sole cost and expense, shall have the rightright at any time to contest any taxes or assessments that may be imposed on the RNG Site or any other part of Purchaser’s Facility in the manner provided by law, but not provided that (x) LESSEE INDEMNIFIES, DEFENDS, AND HOLDS LESSOR HARMLESS FROM AND AGAINST ANY ACTIONS, CLAIMS, DEMANDS, EXPENSES, OR LIABILITIES ARISING OUT OF OR RELATING TO SUCH CONTEST AND/OR APPEAL THAT LESSOR WOULD NOT OTHERWISE HAVE BEEN OBLIGATED TO PAY HAD LESSEE NOT CONTESTED SUCH ITEMS AND (Y) SUCH CONTEST IS DONE IN ACCORDANCE WITH APPLICABLE LAW (INCLUDING THE PAYMENT OF TAXES UNDER PROTEST OR POSTING OF BONDS, IF SO REQUIRED). Any and all refunds received from such contest, including interest, shall be equitably apportioned to the obligation, to, as applicable, initiate, controlaccount of Lessor or Lessee based upon the period affected thereby, and continue (but not settle or compromise, except as expressly provided below) Xxxxxx shall be entitled to receive Xxxxxx’s pro rata share of any such appeal or related proceedings which are pending as refund and reimbursement of Xxxxxx’s pro rata share of the date reasonable, actual third party costs (including reasonable attorneys’ fees) incurred in connection with such contest. The obligations of this Section 11.3.1 shall survive the expiration or earlier termination of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.

Real Property Taxes. Notwithstanding anything to Tenant shall during the contrary term of this Lease pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, special assessments, rates, license fees, municipal liens, levies, excises or imports of every nature and kind levied, assessed, charged or imposed on or against the Premises, Tenant's leasehold interest in this Agreementthe Premises, personal property of any kind owned or placed in the Premises by Tenant, or, except for taxes measured by Landlord's total income, the Parties acknowledge that certain rents from, or privilege of renting, the Premises. All such taxes and charges (with the exception of personal property taxes on Tenant's personal property) shall be prorated if necessary at the commencement and expiration of the Seller Parties have appealed certain real property Taxes attributable to Lease term. Tenant shall provide Landlord with copies of paid tax receipts within five (5) days of the Propertiesdate when such taxes, or any installment thereof, become due. Such Seller Parties Notwithstanding the foregoing, Tenant shall be responsible forobligated to pay installments of special assessments (using the longest amortization schedule available) coming due during the term of this Lease. In addition, in the event the holder of any mortgage on the Premises or any improvements thereon does not require, and in the event Tenant shall receive the benefit of (less any portion thereof be in default with respect to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit payment of any rebate or refund pursuant to the preceding sentenceamounts hereunder, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refundat Landlord's request, Purchaser Tenant shall within ten (10) days’ pay to such Seller Parties monthly, as additional rent, along with regular base rent payments, an amount equal to one-twelfth (1/12) of Tenant's estimated annual real estate tax, personal property tax or special assessment obligation next becoming due with respect to the portion Premises. Tenant's estimated annual real estate tax obligation shall not be less than its prior year's real estate-tax obligation. Landlord shall hold such additional rent payments in escrow, with no obligation to pay interest thereon, for the sole purpose of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a satisfying Tenant's real estate tax obligation. Tenant may be entitled). A Seller Party, at its expense, shall have the rightright at its own cost and expense to initiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of taxes assessed to or levied upon the Premises and required to be paid against Landlord's estate and, but not if required by law, Tenant may take such action in the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as name of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and Landlord who shall promptly provide to Purchaser all material information relating cooperate with Tenant to such appeals or proceedings extent as and when such information becomes known to a Seller Party, together with such other information as Purchaser Tenant may reasonably request; require, provided, however, if that Tenant shall fully indemnity and save Landlord harmless from all loss, cost, damage and expense incurred by or to be incurred by Landlord as a Seller Party elects not to control any result thereof, and further provided Tenant shall, at Landlord's request, escrow or post a bond for the full amount of the tax claimed pending such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldproceedings.

Real Property Taxes. Notwithstanding anything Tenant shall pay, as Additional Rent under this Lease, to the contrary relevant authority or entity, in this Agreement, the Parties acknowledge that certain lawful money of the Seller Parties have appealed certain real property Taxes attributable United States, without offset or deduction, prior to the Properties. Such Seller Parties shall be responsible fordelinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises or imposts, whether general or special, or ordinary or extraordinary, of every name, nature and shall receive the benefit kind whatsoever, including all governmental charges of (less any portion thereof to which a Tenant every name, nature or kind that may be entitled)levied, any additional real property Taxes and any Tax rebates assessed, charged or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (imposed or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at or become a lien or charge upon the Premises or any part thereof; or upon the rent or income of Tenant; or upon the use or occupancy of the Premises; upon any of the buildings or improvements that are or are hereafter placed upon the Premises; or upon the leasehold of Tenant or upon the estate hereby created; or upon Landlord by reason of its expense, shall have ownership of the right, but not the obligation, to, as applicable, initiate, control, and continue fee underlying this Lease (but not settle including any franchise, transfer, inheritance, or compromisecapital stock taxes or income taxes measured by the net income of Landlord unless, except due to a change in the method of taxation, any of such taxes is levied or assessed against Landlord as expressly provided below) a substitute for, in whole or in part, any other tax that would otherwise be the responsibility of Tenant). if at any time during the Term, under any Applicable Laws, any tax is levied or assessed against Landlord directly, in substitution in whole or in part for real property taxes, Tenant covenants and agrees to pay and discharge such appeal or related proceedings tax. All of the foregoing taxes, assessments and other charges which are pending the responsibility of Tenant are herein referred to as “Real Property Taxes.” Tenant shall obtain and deliver to Landlord, promptly upon request therefor, satisfactory evidence of payment of all Real Property Taxes. Any Real Property Taxes relating to a fiscal period of any taxing authority, only a part of which period is included within the date of this AgreementTerm, including shall be prorated as between Landlord and Tenant so that Landlord shall pay the employment of counsel reasonably satisfactory portion thereof attributable to Purchaserany period outside the Term, and Tenant shall promptly provide pay the portion thereof attributable to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have period within the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldTerm.

Real Property Taxes. Notwithstanding anything As used herein, the term Real Property Taxes shall include every form of tax (other than general net income or estate taxes of Landlord), charge, levy, assessment, fee, license fee, service fee (including, without limitation, those based on commercial rentals, energy or environmental grounds as well as any increase due to reassessment or escape assessment whether caused by sale or lease of the contrary Premises, Building or Project or otherwise), ordinary or extraordinary, imposed by any authority having direct or indirect power to tax, including, without limitation, any city, county, state or federal government or quasi-government entity or any improvement utility, beautification or similar district against any legal or equitable interest of Landlord in, or against Landlord’s right to rent, the Premises or the Building, and any such tax, charge, levy, assessment or fee imposed, in addition to or in substitution for any tax previously included within the definition of real property tax, partially or totally, whether or not foreseeable or now within the contemplation of the parties provided that all separately identifiable real property taxes attributable solely to Tenant’s business or Tenant’s improvements which are valued at an amount in excess of the Building standard improvements, shall be paid entirely by Tenant, and not prorated with other tenants of the Building or Project. Tenant’s obligation to pay its share of the assessments, as provided in this AgreementSection 6.4.2., shall be calculated on the Parties acknowledge that certain basis of the Seller Parties have appealed certain real property amount due if Landlord allows the assessments to go to bond, and the assessment is to be paid in installments, even if Landlord pays the assessment in full. Real Property Taxes attributable to the Properties. Such Seller Parties for each tax year shall be responsible forapportioned to determine the Real Property Taxes for the subject calendar years. Landlord, and shall receive at Landlord’s sole discretion, may contest any taxes levied or assessed against the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates Building or refunds attributable to periods prior to Project during the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)Term. If such Seller Parties are entitled to Landlord contests any taxes levied or assessed during the benefit Term, Tenant shall pay Landlord Tenant’s Proportionate Share of any rebate or refund pursuant to all costs reasonably incurred by Landlord in connection with the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldcontest.

Real Property Taxes. Notwithstanding anything As Additional Rent and in accordance with Paragraph 4.D of this Lease, Tenant shall pay to Landlord, monthly in advance or as they become due, pursuant to statements submitted by Landlord, Tenant’s Proportionate Share of all Real Property Taxes relating to the contrary Premises accruing with respect to the Premises during the Term of this Lease and the Extended Term (if any). The term “Real Property Taxes” shall also include supplemental taxes related to the period of Tenant’s Lease Term whenever levied, including any such taxes that may be levied after the Lease Term has expired. The term “Real Property Taxes”, as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in this Agreement, the Parties acknowledge that certain ownership of the Seller Parties have appealed certain real property Taxes attributable Premises) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the Properties. Such Seller Parties shall be responsible forvalue, and shall receive the benefit of (less occupancy or use of, all or any portion thereof of the Complex (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Complex (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Complex; or parking areas, public utilities, or energy within the Complex; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Complex and (iii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord in reasonably contesting any Real Property Tax and in negotiating with public authorities as to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds)Real Property Tax. If such Seller Parties are entitled to at any time during the benefit Term of any rebate this Lease the taxation or refund pursuant to assessment of the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending Complex prevailing as of the date Commencement Date of this AgreementLease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, including assessed or imposed (whether by reason of a change in the employment method of counsel reasonably satisfactory taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Complex or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Complex, on Landlord’s business of leasing the Complex, or computed in any manner with respect to Purchaserthe operation of the Complex, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control then any such appeal tax or related proceedingcharge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Complex, then such Seller Party shall give prompt written notice to Purchaser only that part of such electionReal Property Tax that is fairly allocable to the Complex shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding the foregoing, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent term “Real Property Taxes” shall not unreasonably be withheldinclude estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources.

Real Property Taxes. Notwithstanding anything Lessee agrees to pay to Lessor in addition to the contrary rent and other charges herein its pro rata share of all Designated Real Property Taxes in this Agreementaccordance with Paragraph 4.5. As used herein, "Real Property Taxes" shall include any form of assessment, license, fee, rent, tax, levy, penalty or tax imposed by any authority having the Parties acknowledge that certain direct or indirect power to tax, including any improvement district, as against any legal or equitable interest of Lessor in the Property or as against Lessor's business of renting the Property. As used herein, "Designated Real Property Taxes" shall mean all Real Property Taxes except those Real Property Taxes which are shown on the tax xxxx for the Property as applying to the improvements constituting Buildings A and B, as shown on Exhibit B, and 86.82% of (a) the Real Property Taxes applying to the land and (b) special assessments against the Property. Such percentage was determined by comparing the square footage of all of the Seller Parties have appealed certain real property Taxes attributable land within the Property to the Properties. Such Seller Parties square footage of all such land not occupied by Buildings A and B, plus 14,000 square feet of the Property attributed to Buildings A and B. Lessee's share of Designated Real Property Taxes shall be responsible forequitably prorated to cover only the period of time within the fiscal tax year during which this Lease is in effect. With respect to any assessments which may be levied against or upon the Premises, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled)paid in annual installments, only the amount of such annual installments (with appropriate proration for any additional real property Taxes partial year) and any Tax rebates or refunds attributable to periods prior interest due thereon shall be included within the computation of the annual Designated Real Property Taxes. Lessor represents that, to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (best of its knowledge, there are no assessment or receive improvement districts being planned which would affect the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, Property other than as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending in effect as of the date of this AgreementLease. If the Property becomes subdivided, including the employment of counsel reasonably satisfactory formulas above shall continue to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to apply (unless Building E is split off into a Seller Party, together with such separate parcel without any other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, buildings) but not the obligation, to control such appeal or related proceeding Lessee's pro rata share and the settlement or compromise thereofpercentage shown above shall be adjusted to reflect the new square footage of the resulting parcels. A Seller Party may not settle or compromise If Building E is split off from the Property into a separate parcel without any such appeal or related proceeding without Purchaser’s prior written consentother buildings, which consent it shall not unreasonably be withheldassessed by itself and Lessee shall be responsible for all of the Real Property Taxes relating thereto.

Real Property Taxes. Notwithstanding anything As used herein, the term “Real Property Taxes” shall mean any and all real property taxes, assessments and impositions levied against the Project and the various estates therein, all personal property taxes levied on personal property of Lessor used in the management, operation, maintenance and repair of the Project, 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, service payment in lieu of taxes, excises, transit charges and fees, housing, park and child care assessments, development and other assessments, reassessments, levies, fees or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind which are assessed, levied, charged, confirmed, or imposed by any public authority upon the Project, its operations or the rent received from the Project, or 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 contrary Premises or Project or become payable during the Lease Term (hereinafter collectively “Impositions”). In the case of any Impositions which may be evidenced by improvement or other bonds or which may be paid in annual or other periodic installments, Lessor shall elect to cause such bonds to be issued or cause such assessment to be paid in installments over the maximum period permitted by law, and such installment payments would be applicable for determining amounts to be included with and paid as Basic Costs. Nothing contained in this AgreementLease shall require Lessee to pay any franchise, estate, inheritance or succession transfer tax of Lessor, or any income, profits or revenue tax or charge, upon the Parties acknowledge net income of Lessor from all sources; provided, however, that certain if at any time during the Lease Term under the laws of the Seller Parties have appealed certain real property Taxes attributable to United States government or the PropertiesState of California, or any political subdivision thereof, a tax or excise on Rent is levied or assessed by any such political body against Lessor on account of collection of Rent, or a portion thereof, Lessee shall pay one hundred percent (100%) of any such tax or excise as Additional Rent. Such Seller Parties shall be responsible forOutside of Base Rent, and shall receive the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties Lessee shall not be responsible for (or receive the benefit of) paying any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date of this Agreement, including the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together additional cost associated with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party shall give prompt written notice to Purchaser of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheldReal Property Taxes.

Real Property Taxes. Tenant agrees to pay the Building’s Share of all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments and any and all assessments under any covenants, conditions and restrictions affecting the Project (collectively “Real Property Taxes”) which may be now or hereafter levied or assessed against the Project applicable to the period from the Early Occupancy Date , until the expiration or sooner termination of this Lease Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the entire Project by means of a single tax xxxx (i e , if the Project is separated into two (2) or more separate tax parcels for purposes of levying and assessing the Real Property Taxes), then, at Landlord’s option, Tenant shall pay Tenant’s pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Premises are located Tenant’s pro rata share under such circumstances shall be apportioned according to the floor area of the Premises as it relates to the total leasable floor area of all of the buildings (including the Premises) situated in the separate tax parcel In which the Premises is located Notwithstanding anything in this Section 10 1 to the contrary contrary, “Real Property Taxes” shall not include Landlord’s federal or state income, franchise, Inheritance or estate taxes Upon Tenant’s request, Landlord shall, at Tenant’s sole cost and expense, contest the amount of Real Property Taxes for the Project, which contest shall be undertaken in a manner to be reasonably determined by Landlord. All Real Property Taxes for the tax year in which the Early Occupancy Date occurs and for the tax year In which this Lease terminates shall be apportioned and adjusted so that Tenant shall not be responsible for any Real Property Taxes for a period of time occurring prior to the Early Occupancy Date or subsequent to the expiration of the Lease term. The amount to be paid pursuant to the provisions of this Section 10.1 shall be paid monthly in advance as part of Tenant’s Monthly Operating Expense Charge as estimated by Landlord based on the most recent tax bills and estimates of reappraised values (if reappraisal is to occur), commencing with the month (or partial month on a prorated basis If such be the case) that the Commencement Date occurs The initial estimated monthly charge for the Building’s Share of Real Property Taxes is included in the Monthly Operating Expense Charge as provided in Section 4 Notwithstanding anything in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable Lease to the Properties. Such Seller Parties contrary, Tenant shall be solely responsible for, and shall receive the benefit of pay directly to Landlord (less any portion thereof in addition to which a Tenant may be entitledTenant’s Monthly Operating Expense Charge pertaining to Real Property Taxes), any additional real property increase in Real Property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled any Improvements made to the benefit Premises by Tenant including, but not limited to, the Tenant Improvements If at any time during the Term under the laws of the United States, or the state, county, municipality, or any rebate political subdivision thereof In which the Premises is located, a tax or refund pursuant excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of rent payable to the preceding sentence, then upon receipt Landlord hereunder or any tax based on or measured by or expenditures made by Tenant on behalf of Purchaser landlord, such tax or its Affiliates of any such rebate or refund, Purchaser excise shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date considered “Real Property Taxes” for purposes of this Agreement, including the employment of counsel reasonably satisfactory to PurchaserSection 10.1, and shall promptly provide to Purchaser all material information relating to such appeals be payable in full by Tenant. Such taxes or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control any such appeal or related proceeding, then such Seller Party excises shall give prompt written notice to Purchaser be payable within thirty (30) days after Tenant’s receipt of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld.tax xxxx therefor from Landlord

Real Property Taxes. Notwithstanding anything For purposes of this Lease, "Real Property Taxes" shall consist of all real estate taxes, and all other taxes relating to the contrary Building or the Project, all other taxes which may be levied in this Agreementlieu of real estate taxes, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible forall assessments, assessment bonds, levies, fees and other governmental charges including but not limited to, charges for traffic facilities and improvements, water service studies, and shall receive improvements or 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 purpose, which are assessed, levied, confirmed, imposed or become a lien upon the benefit of (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates Building or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for Project or become payable during the Term (or receive which become payable after the benefit of) any such Taxes (expiration or rebates or refunds) to the extent the Unadjusted Purchase Price was adjusted downward (or upward) pursuant to Article I determined after taking into consideration all adjustments provided for therein, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit of any rebate or refund pursuant to the preceding sentence, then upon receipt by or on behalf of Purchaser or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof to which a Tenant may be entitled). A Seller Party, at its expense, shall have the right, but not the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending as of the date earlier termination of this Agreement, including Lease and are attributable in whole or in part to any period during the employment of counsel reasonably satisfactory to Purchaser, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller PartyTerm), together with all costs and expenses incurred by Landlord in good faith in contesting, resisting, or appealing any such other information as Purchaser may reasonably requesttaxes, rates, duties, levies or assessments, including, without limitation, reasonable legal fees. "Real Property Taxes" shall exclude any franchise, estate, inheritance or succession transfer tax of Landlord, or any federal or state income, profits or revenue tax or charge upon the net income of Landlord from all sources; provided, however, that if at any time during the Term there is levied or assessed against Landlord a Seller Party elects not federal, state or local tax or excise tax on rent, or any other tax however described on account of rent or gross receipts or any portion thereof, Tenant shall pay as Additional Rent one hundred percent (100%) of any said tax or excise applicable to control Rent collected from Tenant. If at any such appeal time during the Term, the method or related proceedingscope of taxation shall be altered, modified, or repealed, so as to cause the method or scope of taxation to be changed, in whole or in part, so that in substitution for the real estate taxes now assessed there may be, in whole or in part, a capital levy, tax, assessment, or other imposition of any kind or nature upon, against, or with respect to the Building or the Project or the rents payable by Tenant or on the income derived from the Building or the Project, or with respect to Landlord's ownership interest in the Building or the Project, then such Seller Party capital levy, tax, assessment, or imposition shall give prompt written notice to Purchaser be included within the definition of such election, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent shall not unreasonably be withheld"Real Property Taxes".

Real Property Taxes. Notwithstanding anything to The term “Real Property Tax” or “Real Property Taxes” shall each mean the contrary in this Agreement, the Parties acknowledge that certain of the Seller Parties have appealed certain real property Taxes attributable to the Properties. Such Seller Parties shall be responsible for, and shall receive the benefit of following (less any portion thereof to which a Tenant may be entitled), any additional real property Taxes and any Tax rebates or refunds attributable to periods prior to the Closing Date and such appeals; provided that such Seller Parties shall not be responsible for (or receive the benefit of) any such Taxes (or rebates or refunds) to the extent applicable to any portion of the Unadjusted Purchase Price was adjusted downward Lease Term, regardless of when the same are imposed, assessed, levied, or otherwise charged): (or upwardi) pursuant to Article I determined after taking into consideration all adjustments provided for thereintaxes, on account of such Taxes (or rebates or refunds). If such Seller Parties are entitled to the benefit assessments, levies and other charges of any rebate kind or refund pursuant nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the preceding sentencedirect or indirect power to tax or levy assessments, then upon receipt by which are levied or on behalf of Purchaser assessed for whatever reason against the Property or its Affiliates of any such rebate or refund, Purchaser shall within ten (10) days’ pay to such Seller Parties an amount equal to the portion of such rebate or refund to which such Seller Parties are so entitled (less any portion thereof thereof, or Landlord’s interest herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Property and located thereon, or Landlord’s business of owning, leasing or managing the Property or the gross receipts, income or rentals from the Property, (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or based upon the use of or number of parking spaces within the Property, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or waste water disposal) at the Property, the number of persons employed by tenants of the Property, the size (whether measured in area, volume, number of tenants or whatever) or the value of the Property, or the type of use or uses conducted within the Property, and all costs and fees (including attorneys’ fees) reasonably incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to which a Tenant may be entitled)any Real Property Tax. A Seller PartyIf, at its expenseany time during the Lease Term, shall have the right, but not taxation or assessment of the obligation, to, as applicable, initiate, control, and continue (but not settle or compromise, except as expressly provided below) any such appeal or related proceedings which are pending Property prevailing as of the date Effective Date of this AgreementLease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, including awarded or imposed (whether by reason of a change in the employment method of counsel reasonably satisfactory taxation or assessment, creation of a new tax or charge, or any other cause) an alternate, substitute, or additional use or charge (i) on the value, size, use or occupancy of the Property or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, or on Landlord’s business of owning, leasing or managing the Property or (iii) computed in any manner with respect to Purchaserthe operation of the Property, and shall promptly provide to Purchaser all material information relating to such appeals or proceedings as and when such information becomes known to a Seller Party, together with such other information as Purchaser may reasonably request; provided, however, if a Seller Party elects not to control then any such appeal tax or related proceedingcharge, then such Seller Party however designated, shall give prompt written notice to Purchaser be included within the meaning of such electionthe terms “Real Property Tax” or “Real Property Taxes” for purposes of this Lease. Notwithstanding the foregoing, and, thereafter, Purchaser shall have the right, but not the obligation, to control such appeal terms “Real Property Tax” or related proceeding and the settlement or compromise thereof. A Seller Party may not settle or compromise any such appeal or related proceeding without Purchaser’s prior written consent, which consent “Real Property Taxes” shall not unreasonably be withheldinclude estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord’s income from all sources.