Common use of Real Property Taxes Clause in Contracts

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 Property 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 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies assessments and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 upon, or with respect to, the Property Project, or any portion thereofpersonal property of Landlord used in the operation thereof or located therein, or Landlord's interest hereinin the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the fixturesProject, equipment including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other property governmental services; (iii) service payments in lieu of Landlord that is an integral taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Property and located thereonProject, or Landlord's business on rent for space in the Project; (v) 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; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of owningLandlord from all sources, leasing unless any such taxes are levied 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 assessed against Landlord by reason of as a substitute for, in whole or based upon the use of or number of parking spaces within the Propertyin part, the amount of public services or public utilities used or consumed any Real Property Tax; (e.g. water, gas, electricity, sewage or waste water disposalB) at the Property, the number of person employed Impositions and all similar amounts payable by tenants of the PropertyProject under their leases; and (C) penalties, the size (whether measured in areafines, volume, number interest or charges due for late payment 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether Taxes 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 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property Taxes are payable, or rents unrelated may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the PropertyBuilding, then only that part Landlord shall make the determination of the proper allocation of such Real Property Tax that is fairly allocable Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be included within the meaning equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the terms "Real Property Tax" or "Real Property TaxesBuilding." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant's Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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’s delinquency), now or hereafter tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any governmental or quasi-governmental authority or special district 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 levy assessmentsany part thereof or the rent and other sums payable hereunder, 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 hereof; (iii) upon this transaction or any document to which are Tenant is a party creating or transferring any interest in all or any part of the Premises; or (iv) levied or assessed for whatever reason in lieu of, in substitution for, or in addition to, existing or additional taxes against the Property Premises whether or any portion thereof, not now customary or Landlord's interest herein, or within the fixtures, equipment and other property of Landlord that is an integral part contemplation of the parties. In the case of any Real Property Taxes that may be evidenced by improvement or other bonds or that may be paid in annual or other periodic installments, for the purpose of calculating Real Property Taxes under this Lease, Landlord shall elect to cause such bonds to be issued or such assessment to be paid in installments over the maximum period permitted by applicable Law. Notwithstanding the foregoing, Real Property Taxes payable by Tenant under this Lease shall also not include (i) any penalties or interest charges (through no fault of Tenant), 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 supplemental assessment 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 Taxes with respect to the operation Xxxxxxx Road Premises related to any period of time before the PropertyTerm. Tenant shall have the right to request Landlord to contest Real Property Taxes assessed against the Premises, then any or Tenant’s personal property, and if Landlord is not willing to undertake such tax or chargecontest, however designatedLandlord agrees that Tenant, at Tenant’s expense, can institute a contest on its own and Landlord will reasonably cooperate with such contest. Tax refunds shall be included within the meaning of the terms "Real Property Tax" or "credited against Real Property Taxes" for purposes , as applicable, and refunded to Tenant regardless of when received, based on the Lease year to which the refund is applicable during the Term; it being understood that this obligation shall survive the termination of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 Property Project or any portion thereof, or Landlord's interest hereintherein, or the fixtures, equipment and other property of Landlord that is an integral part of the Property Project and located thereon, or Landlord's business of owning, leasing or managing the Property Project, or the gross receipts, income or rentals from the Property, 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 PropertyProject, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or waste surface water disposal) at the PropertyProject, the number of person persons employed by tenants of the PropertyProject, the size (whether measured in area, volume, number of tenants or whatever) or the value of the PropertyProject, or the type of use or uses conducted within the Property, Project; and (iii) all costs and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any Real Property Tax Taxes and in negotiating with public authorities as to any Real Property TaxTaxes. If, ,at any time during the Lease Term, the taxation or assessment of the Property Project prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax Taxes described above there shall be levied, awarded 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 use tax or charge (i) on the value, size, use or occupancy of the Property Project or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, Project or on Landlord's business of owning, leasing or managing the Property Project, or (iii) computed in any manner with respect to the operation of the PropertyProject, then any such tax or charge, however designated, shall be included within the meaning of the terms "Real Property Tax" or term "Real Property Taxes" for purposes of this Lease. If any Real Property Tax is Taxes are partly based upon property or rents unrelated to the PropertyProject, then only that part of such Real Property Tax Taxes that is are fairly allocable to the Property Project shall be included within the meaning of the terms "Real Property Tax" or term "Real Property Taxes." ". Notwithstanding the foregoing, the terms "Real Property Tax" or term "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sourcessources or assessment expense or any increase therein in excess of the amount which would be payable if such tax or assessment expense (together with interest thereon) were paid in installments over the longest possible term without additional fee or cost to Landlord.

Real Property Taxes. The term "Real Property Tax" All taxes, assessments and charges now or "Real Property Taxes" shall each mean Tenant's Expense Share hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord’s interest in the Project or such personal property, by any Federal, State or local entity, including: (i) all real property taxes and general, special, supplemental and escape assessments; (ii) charges, fees or assessments for transit, public improvements, employment, job training, housing, day care, open space, art, police, fire or other governmental services or benefits; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project; (v) any tax, assessment, charge, levy or fee for environmental matters, or as a result of the imposition of mitigation measures, such as parking taxes, assessmentsemployer parking regulations or fees, levies charges or assessments due to the treatment of the Project, or any portion thereof or interest therein, as a source of pollution or stormwater runoff; (vi) 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; and other charges (vii) consultants’ and attorneys’ fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Notwithstanding anything to the contrary in the foregoing, Real Property Taxes do not include: (A) all excess profits, gift, franchise, transfer, inheritance and succession, estate, capital stock, and federal and state income taxes measured by the net income of Landlord from all sources, unless any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 such taxes are levied or assessed for whatever reason against the Property 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 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 as a substitute for, in whole or based upon the use of or number of parking spaces within the Propertyin part, 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed Taxes (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 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 excluding 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 receipts taxes payable with respect to Rent and other amounts payable by tenants as Impositions or otherwise pursuant to individual leases at the operation of the PropertyProject, then any such tax or charge, however designated, which gross receipts taxes and Impositions shall not be included within the meaning of the terms "Real Property Tax" or "in Real Property Taxes" ); and (B) penalties, fines, interest or charges due for purposes late payment of this LeaseReal Property Taxes by Landlord and/or failure to file any tax or informational returns when due. If any Real Property Tax is partly based upon property Taxes are payable, or rents unrelated to may at the Propertyoption of the taxpayer be paid, then only that part of in installments, such Real Property Tax Taxes shall, together with any interest that is fairly allocable would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the Property maximum time period allowed by applicable law. In addition, Tenant shall be included within the meaning of the terms "have no obligation to pay Real Property Tax" Taxes for any buildings or "Real Property Taxesparking structures that are newly constructed after the Lease Date." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" as used ------------------- herein shall each mean Tenant's Expense Share of (ia) all taxes, assessments, levies levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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)unforeseen, 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 or with respect to; (1) the value, occupancy or use of the Property (as now constructed or as may at any portion thereoftime hereinafter be constructed, altered, or Landlord's interest hereinotherwise changed), or (2) the fixtures, equipment equipment, and other real or personal property of Landlord that is are an integral part of the Property and located thereonProperty, or Landlord's business of owning, leasing or managing the Property or (3) the gross receipts, income or income, and rentals from the Property, or (ii4) the use of the Outside Areas, Common Areas, public utilities, or energy within the Property; (b) all charges, levies or fees imposed by any governmental authority against Landlord by reason of environmental regulation 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 person employed by tenants other governmental control of the Propertyproperty; (c) new excise, the size transaction, sales, privilege or other taxes now or hereafter imposed upon Landlord as a result of this Lease; and (whether measured in area, volume, number of tenants or whateverd) or the value of the Property, or the type of use or uses conducted within the Property, and all costs and fees (including attorneys' feesfees previously approved by Tenant) reasonably incurred by Landlord in contesting any Real Property Tax Taxes and in negotiating with public authorities as to any Real Property TaxTaxes. If, If at any time during the Lease Term, term the taxation or assessment of the Property property prevailing as of the Effective Commencement Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax Taxes described above there shall be levied, awarded 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 use tax or charge (ia) on the value, size, use or occupancy of the Property or Landlord's interest therein or property, (iib) on or measured by the gross receipts, income income, or rentals from the Propertyproperty, or on Landlord's business of owningleasing the Property, leasing or managing the Property or (iiic) computed in any manner with respect to the operation of the Property, then any such tax or charge, however designated, shall be included within the meaning of the terms "Real Property Tax" or term "Real Property Taxes" for purposes of this the Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Propertyproperty, then only that part of such Real Property Tax that is fairly allocable to the Property property as determined by Landlord shall be included within the meaning of the terms "Real Property Tax" or term "Real Property Taxes." Notwithstanding the foregoing, the terms term "Real Property Tax" or "Real Property property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord's income from all sources, for any similar or replacement tax or assessment.

Real Property Taxes. The term "Real Property Tax" or For purposes of this Lease, "Real Property Taxes" shall each mean Tenant's Expense Share consist of (i) all real estate taxes and all other taxes relating to the Building, the Project, the Common Areas and/or the Project, as applicable, all other taxes which may be levied in lieu of real estate taxes, all assessments, levies local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and 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 or and nature whatsoever, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements and improvements, services, benefits, or 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 assessmentsother purpose, which are levied assessed, levied, confirmed, imposed or assessed for whatever reason against become a lien upon the Property Building or any portion thereofof the Project, and/or the Common Areas, or Landlord's interest hereinbecome payable during the Term (or which become payable after the expiration or earlier termination hereof and are attributable in whole or in part to any period during the Term hereof), 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 person 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 together with all costs and fees (including attorneys' fees) reasonably expenses incurred by Landlord in contesting successfully contesting, resisting or appealing any Real Property Tax and such taxes, rates, duties, levies or assessments. Any special assessments which may be paid 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 Property prevailing as of the Effective Date of this Lease installments shall be altered so that in lieu of or in addition to any deemed paid over the Real Property Tax described above there shall be levied, awarded or imposed (whether longest period allowable by reason of a change in law and only the method of 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 installment due in any manner with respect to the operation of the Property, then any such tax or charge, however designated, calendar year shall be included within the meaning of the terms "Real Property Tax" or "in Real Property Taxes" for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include exclude any franchise, estate, inheritanceinheritance or succession transfer tax of Landlord, transfer, gift or franchise taxes of Landlord or the any federal or state income, profits or revenue tax or charge upon the net income tax imposed on Landlord's income of Landlord from all sources; provided, however, that if at any time during the Term there is levied or assessed against Landlord a 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 Tenant's Rent as Additional Rent.

Real Property Taxes. The term "Real Property Tax" or "For purposes of this Lease, “Real Property Taxes" ” shall each mean Tenant's Expense Share consist of (i) all transit charges, housing fund assessments, real estate taxes and all other taxes relating to the Building, the Property, and the Common Areas located on the Property, all other taxes which may be levied in lieu of real estate taxes, all assessments, levies local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and 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 or and nature whatsoever, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements and improvements, services, benefits, or 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 assessmentsother purpose, which are assessed, levied, confirmed, imposed or become a lien upon the Building or any portion of the 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 any period during the Term hereof), together with all costs and expenses incurred by Landlord in successfully contesting, resisting or appealing any such taxes, 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 for whatever reason against the Property Landlord a 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 Landlord's interest hereinexcise applicable to Tenant’s Rent as Additional Rent. During any period in which Tenant leases 100% of the Rentable Area of the Property, or if the fixtures, equipment and other property of Landlord that is an integral part ad valorem tax assessment of the Property and located thereonBuilding for any calendar year increases by more than five percent (5%) from the prior year’s assessment, Tenant shall have the right, by written notice to Landlord, to cause Landlord to contest or Landlord's business protest, through appropriate legal proceedings, such increased assessment. The cost of owningany such challenge shall be borne by Tenant but, leasing if Landlord is successful in obtaining a reduced assessment or managing tax refund, Tenant shall be entitled to recoup its reasonable out-of-pocket expenses from the refund before the refund is applied against Operating Expenses. Tenant may only require Landlord to contest the amount or validity of any real estate taxes by appropriate proceedings and only if 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 part thereof would not by reason of such postponement or based upon the use deferment be in danger of being forfeited 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 person 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 lost. Landlord in contesting any Real Property Tax and in negotiating with public authorities as shall not be subjected to any Real Property Tax. If, at liability for the payment of any time during the Lease Term, the taxation costs or expenses in connection with any such proceedings or any increased assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 Project which results from the Property, or on Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with respect to the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxesproceeding." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "“Real Property Tax" ” or "“Real Property Taxes" ” shall each mean Tenant's ’s Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 Property or any portion thereof, or Landlord's ’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 ’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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 use or charge (i) on the value, size, use or occupancy of the Property or Landlord's ’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, or on Landlord's ’s business of owning, leasing or managing the Property or (iii) computed in any manner with respect to the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "“Real Property Tax" ” or "“Real Property Taxes." ” Notwithstanding the foregoing, the terms "“Real Property Tax" ” or "“Real Property Taxes" ” shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's ’s income from all sources.

Real Property Taxes. The term "For purposes of this Lease, Real Property Tax" or "Real Property Taxes" Taxes shall each mean any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant's Expense Share of (idelinquency) all taxes, assessments, levies and other charges or tax of any kind nature imposed upon or nature whatsoeverwith respect to the Premises or the Project or any part thereof (other than net income, general and specialestate, foreseen and unforeseen succession, inheritance, transfer or franchise taxes) (including all instruments 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 constructioncollectively "tax"), now or hereafter imposed by any governmental or quasi-governmental authority or special district 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 levy assessmentsProject or any part thereof or the rent and other sums payable hereunder by Tenant or by other tenants, which are 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) levied or assessed for whatever reason against upon any legal or equitable interest of Landlord in the Property Project or the Premises or any portion part thereof, ; (iii) levied or Landlord's assessed upon this transaction or any document to which Tenant is a party creating or transferring any interest herein, in the Premises; (iv) levied 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that assessed in lieu of of, in substitution for, or in addition to any the Real Property Tax described above there shall be leviedto, awarded 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, existing or additional use or charge (i) on the value, size, use or occupancy of the Property or Landlord's interest therein or (ii) taxes imposed 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 the operation Project or the Premises, whether or not now customary or within the contemplation of the Property, then any such tax parties; or charge, however designated, shall be included within (v) surcharged against the meaning of the terms "Real Property Tax" or "Real Property Taxes" for purposes of this Leaseparking area. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "following shall not constitute Real Property Tax" Taxes for the purposes of this Lease: (1) any state, local, federal, personal or "corporate income tax of Landlord; (2) any estate or inheritance taxes; (3) any franchise, succession or transfer taxes, and (4) interest on taxes or penalties resulting from Landlord's failure to pay its taxes and not directly caused by Tenant's delinquency. The reasonable cost and expenses of contesting the amount or validity of any of the foregoing taxes shall be included in Real Property Taxes" . Real Property Taxes shall not also include estateall new and increased assessments, inheritancetaxes, transferfees, gift levies and charges may be imposed by governmental agencies for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance, refuse removal, libraries, street lighting, police services, and for other governmental services, or franchise taxes of Landlord any gross or the federal or state net rental income tax imposed on Landlord's income from all sourcestax.

Real Property Taxes. The For purposes of this Lease, the term "Real Property Tax" or "Real “Property Taxes" ” shall each mean Tenant's Expense Share of all assessment, license, fee, rent, tax, levy, interest, or tax (iother than Landlord’s net income, estate, succession, inheritance, gift, excise, transfer or franchise taxes) all taxescharges, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 by any city, county, state or federal government or any improvement or other district or division thereof, on the real property comprising the Project, including any land and improvements thereon, whether such tax is: (i) determined by the value or levy assessmentsarea of the Project or any part thereof (or any improvements now or hereafter made to the Project or any portion thereof by Landlord, Tenant or other tenants); (ii) upon any legal or equitable interest of Landlord in the Project or any part thereof; (iii) upon this transaction or any document to which are tenant is a party creating or transferring any interest in the Project; (iv) levied or assessed for whatever reason in lieu of, in substitution for, or in addition to, existing or additional taxes against the Property Project whether or not now customary or within the contemplation of the parties; or (v) assessed upon real property generally for the purpose of constructing or maintaining or reimbursing the cost of construction of any portion thereofstreets, utilities, or Landlord's interest other public improvements. Notwithstanding anything to the contrary contained herein, Property Taxes shall not include any amounts payable by Tenant under Section 4(e) below. With respect to any taxes or assessments which may be levied against or upon the fixtures, equipment and other property of Landlord that is an integral part of the Property and located thereonProject, or Landlord's business of owning, leasing which under the Laws then in force may be evidenced by improvements or managing the Property other bonds 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, may be paid in annual installments only the amount of public services or public utilities used or consumed such annual installment (e.g. water, gas, electricity, sewage or waste water disposalwith appropriate proration for any partial year) at the Property, the number of person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then any such tax or charge, however designated, due thereon shall be included within the meaning computations of the terms "annual taxes and assessments levied against the Project (but any credit given by the taxing authorities against any such installation arising from earlier payments or earlier funding or reserves shall be disregarded in the calculation of any such annual assessments). If Landlord receives a reduction in Real Property Tax" or "Taxes attributable to the Base Year as a result of commonly called Proposition 8 application, then Real Property Taxes" Taxes for purposes of this Lease. If any the Base Year shall be calculated as if no Proposition 8 reduction in Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property TaxesTaxes were received." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of means (ia) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 or tax or levy assessments, which are levied or assessed for whatever reason against the Property Project, a Project Building or the legal parcel of a Project Building 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 Property Project and located thereon, or Landlord's business of owning, leasing or managing the Property Project or the gross receipts, income or rentals from the Property, Project; (iib) 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 PropertyProject, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or waste surface water disposal) at the PropertyProject, the number of person persons employed by tenants of the PropertyProject, the size (whether measured in area, volume, number of tenants or whatever) or the value of the PropertyProject, or the type of use or uses conducted within the Property, Project; and (c) 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property Project or any portion thereof prevailing as of the Effective Date effective date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 use tax or charge (i) on the value, size, use or occupancy of the Property Project or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the PropertyProject, or on Landlord's business of owning, leasing or managing the Property Project or (iii) computed in any manner with respect to the operation of the PropertyProject, then any such tax or charge, however designated, shall be included within the meaning of the terms "Real Property Tax" Tax or "Real Property Taxes" Taxes for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the PropertyProject, then only that part of such Real Property Tax that is fairly allocable to the Property Project shall be included within the meaning of the terms "Real Property Tax" Tax or "Real Property Taxes." . Notwithstanding the foregoing, the terms "Real Property Tax" Tax or "Real Property Taxes" Taxes shall not include (i) estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources, (ii) taxes or assessments levied on Landlord's rental income, unless such tax or assessment is imposed on gross receipts from the sale, lease, rental or licensing of real property or in lieu of real property taxes; (iii) assessments in excess of the amount which would be payable if such assessment expense were paid in installments over the longest permitted terms; or (iv) taxes or assessments or increases therein resulting from the improvements of any of the Project for the sole use of other occupants or tenants of the Project.

Real Property Taxes. The term "Real Property Tax" or For purposes of this Lease, "Real Property Taxes" shall each mean Tenant's Expense Share consist of (i) all real estate taxes, leasehold excise taxes and all other taxes relating to the Building, the Common Areas and/or the Project, as applicable, all other taxes which may be levied in lieu of real estate taxes, all assessments, levies local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and 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 or and nature whatsoever, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements and improvements, services, benefits, or 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 assessmentsother purpose, which are levied assessed, levied, confirmed, imposed or assessed for whatever reason against become a lien upon the Property Building or any portion thereofof the Project, the Property and/or the Common Areas, or Landlord's interest hereinbecome payable during the Term (or which become payable after the expiration or earlier termination hereof and are attributable in whole or in part to any period during the Term hereof), 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 person 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 together with all costs and fees (including attorneys' fees) reasonably expenses incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. Ifsuccessfully contesting, at any time during the Lease Term, the taxation resisting or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then appealing any such tax taxes, rates, duties, levies or chargeassessments, however designated, shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes" for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include exclude any franchise, estate, inheritanceinheritance or succession transfer tax of Landlord, transfer, gift or franchise taxes of Landlord or the any federal or state income, profits or revenue tax or charge upon the net income tax imposed on Landlord's income of Landlord from all sources; provided, however, that if at any time during the Term there is levied or assessed against Landlord a 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 Tenant's Rent as Additional Rent. Together with each payment of Rent to Landlord commencing and prorated as of the Commencement Date through the balance of the Term, Tenant shall pay to Landlord one-twelfth (1/12th) of the prior calendar year’s real property taxes and assessments with respect to the Premises and one-twelfth (1/12th) of the then current calendar’s year’s association assessments and fees (if any) with respect to the Premises each month. Subject to such payment, Landlord shall pay such taxes, assessments and fees to the respective taxing authority and office association. In addition, Tenant shall pay all personal property taxes with respect to any property of Tenant or any subtenant in or upon the Premises prior to delinquency and directly to the respective taxing authority on or before the last day upon which the same may be paid without interest or penalty, and Tenant shall deliver to Landlord reasonable documentation evidencing Tenant’s compliance with the foregoing payment obligations.

Real Property Taxes. The term "Real Property Tax" or "“Real Property Taxes" shall each mean Tenant's Expense Share of ” means (ia) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 or tax or levy assessments, which are levied or assessed for whatever reason against the Property Project, a Project Building or the legal parcel of a Project Building or any portion thereof, or Landlord's ’s interest herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Property Project and located thereon, or Landlord's ’s business of owning, leasing or managing the Property Project or the gross receipts, income or rentals from the Property, Project; (iib) 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 PropertyProject, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or waste surface water disposal) at the PropertyProject, the number of person persons employed by tenants of the PropertyProject, the size (whether measured in area, volume, number of tenants or whatever) or the value of the PropertyProject, or the type of use or uses conducted within the Property, Project; and (c) 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property Project or any portion thereof prevailing as of the Effective Date effective date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 use tax or charge (ia) on the value, size, use or occupancy of the Property Project or Landlord's ’s interest therein or (iib) on or measured by the gross receipts, income or rentals from the PropertyProject, or on Landlord's ’s business of owning, leasing or managing the Property Project or (iiic) computed in any manner with respect to the operation of the PropertyProject, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the PropertyProject, then only that part of such Real Property Tax that is fairly allocable to the Property Project shall be included within the meaning of the terms "“Real Property Tax" ” or "“Real Property Taxes." ” Notwithstanding the foregoing, the terms "“Real Property Tax" ” or "“Real Property Taxes" ” shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's ’s income from all sources.

Real Property Taxes. The term "Real terms “real Property Tax" or "” and “Real Property Taxes" ” shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 Property Project or any portion thereof, or Landlord's ’s interest hereintherein, or the fixtures, equipment and other property of Landlord that is an integral part of the Property Project and located thereon, or Landlord's ’s business of owningowing, leasing or managing the Property Project or the gross receipts, income or rentals from the Property, 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 PropertyProject, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or waste surface water disposal) at the PropertyProject, the number of person persons employed by tenants of the PropertyProject, the size (whether measured in area, volume, number of tenants or whatever) or the value of the PropertyProject, or the type of use or uses conducted within the Property, Project; and (iii) 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property Project prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 and alternate, substitute, or additional use tax or charge (i) on the value, size, use or occupancy of the Property Project or Landlord's ’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the PropertyProject, or on Landlord's ’s business of owning, leasing or managing the Property Project or (iii) computed in any manner with respect to the operation of the PropertyProject, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the PropertyProject, then only that part of such Real Property Tax that is fairly allocable to the Property Project shall be included within the meaning of the terms "“Real Property Tax" ” or "“Real Property Taxes." ”. Notwithstanding the foregoing, the terms "“Real Property Tax" ” or "“Real Property Taxes" ” shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's ’s income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) Tenant agrees to pay all general and special real property taxes, assessments, levies and other charges of any kind liens, bond obligations, license fees or nature whatsoevertaxes, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements commercial rent taxes and any increases resulting from reassessments caused by similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments and any change in ownership or new construction)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. Real Property Taxes shall include, by way of illustration but not limitation, the following: (a) any tax on Landlord’s “right” to rent or “right” to other income from the Premises or as against Landlord’s business of leasing the Premises; (b) any assessment tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real, property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June, 1978 election and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of “real property taxes” for the purposes of this Lease; (c) any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the Rent payable by Tenant hereunder, including, without limitation, any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such Rent, or upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant and of the Premises; (d) any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and/or (e) any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or quasisystem (including assessment districts) instituted within the geographic area of which the Premises make a part, but Real Property Taxes shall expressly exclude, income or franchise taxes, capital stock, inheritance, estate, gift, transfer taxes (including so-governmental authority called transfer taxes associated with any conveyance), deed stamps, conveyance fees or special district having taxes, impact or development fees, rent, revenue, succession or similar tax levied against Landlord or the direct or indirect power to tax or levy assessments, which are levied or assessed for whatever reason against the Property 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 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or chargetaxes, 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 taxes imposed upon or measured by the gross receipts, Landlord’s income or rentals from the Propertyprofits, or on Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with respect except to the operation of extent the Property, then any such tax or charge, however designated, same shall be included within the meaning imposed in lieu of the terms "real estate or other ad valorem taxes. All Real Property Tax" or "Real Property Taxes" Taxes for purposes of the tax year in which this Lease. If Lease terminates shall be apportioned and adjusted so that Tenant shall not be responsible for any Real Property Tax is partly based upon property or rents unrelated Taxes for a period of time occurring subsequent to the Propertyexpiration of the Lease term. Tenant agrees to pay to Landlord the total Real Property Taxes prior to delinquency after Landlord’s presentation to Tenant of a true and correct copy of the tax xxxx. Failure of Tenant to pay to Landlord said Real Property Taxes as and when herein specified shall, then only 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, provided that part in no event shall Tenant be responsible for any such fine, penalty, interest or cost resulting from Landlord’s failure to present such tax xxxx to Tenant on or prior to the date thirty (30) days prior to the due date therefor. If applicable, 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 agrees to use its commercially reasonable efforts to contest any tax, fee or assessment wholly or partially paid or reimbursed by Tenant to the same extent as Landlord would contest the same if Landlord had paid the tax, fee or assessment itself. Landlord shall reimburse Tenant for Tenant’s appropriate share of any and all amounts recovered by Landlord as a result of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning contest after deducting Landlord’s reasonable, actually-incurred costs of the terms "Real Property Tax" or "Real Property Taxessuch contest." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "“Real Property Taxes" ” shall each mean Tenant's Expense Share of (i) all ad valorem taxes, assessments, levies assessments (special or otherwise) and other charges of any kind governmental imposts payable with respect to the Land or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 assessmentsBuilding, which are levied or assessed for whatever reason against by the Property United States of America or the State of Minnesota or any portion thereofpolitical subdivision thereof and are due and payable during any calendar year included in whole or in part in the Term. Real Property Taxes shall also include reasonable legal fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes, but shall exclude (a) any item included in Operating Expenses; (b) any taxes of the nature payable by Tenant under Article 17 hereof; (c) any net income tax, estate tax, gift tax, transfer tax, or Landlord's interest hereininheritance tax; (d) a reasonable allocation of such taxes, or assessments and imposts to the fixturesParking Garage (based upon the relative values of (i) the Parking Garage, 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, to (ii) all chargesthe entire Building, levies including the Parking Garage); (e) any increased amounts of such taxes, assessments or fees imposed by imposts resulting from any agreement with any governmental authority against Landlord by reason of or based upon unit setting a minimum assessed value for the use of Building or number of parking spaces within the PropertyLand, or otherwise fixing 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 person 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 Taxes payable with public authorities respect thereto, except as expressly provided under Section 7.9; (f) any ad valorem taxes allocable to any Real Property Tax. If, at any time during the Lease Term, improvements existing on the taxation or assessment of the Property prevailing Land as of the Effective Date date of this Lease shall be altered so that in lieu Lease; (g) any taxes, assessments or imposts levied, pending or constituting a lien against the Building or Land as of the date of this Lease; and (h) assessments (including special assessments), whenever levied, arising out of or in addition respect of any capital improvement necessary to, or required by any state or local governmental unit, agency or taxing authority in connection with the initial development or construction of the Building (including any amounts associated with any condemnation proceeding used to any obtain control of the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or chargeLand), or any other cause) an alternate, substitute, expansion or additional use or charge (i) on enlargement thereof. In the value, size, use or occupancy case 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 the operation of the Property, then any such 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 Lease. If , such as special assessments, where Landlord has an election, Landlord shall exercise any Real Property Tax is partly based upon property or rents unrelated election available to it to pay the Propertysame over the longest period available, then in which event only that part the installment of such Real Property Tax that is fairly allocable to the Property due and payable in any year shall be included within in Real Property Taxes for such year, with the meaning installments due and payable in the year the Term commences or ends prorated on a daily basis, provided that in the case of special or area assessments for capital improvements where there is no such election available to Landlord, Tenant may at its election require the same to be treated as if there were such assessment, together with interest thereon at the Amortization Interest Rate, to be amortized on a level payment basis over a period equal to the lesser of (y) twenty (20) years, or (z) the reasonably estimated practical useful life of the terms "Real Property Tax" or "Real Property Taxesimprovement." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies assessments and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 upon, or with respect to, the Property Project, or any portion thereofpersonal property of Landlord used in the operation thereof or located therein, or Landlord's interest hereinin the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the fixturesProject, equipment including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other property governmental services; (iii) service payments in lieu of Landlord that is an integral taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Property and located thereonProject, or Landlord's business on rent for space in the Project; (v) 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; and (vi) reasonable consultants, and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of owningLandlord from all sources, leasing unless any such taxes are levied 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 assessed against Landlord by reason of as a substitute for, in whole or based upon the use of or number of parking spaces within the Propertyin part, the amount of public services or public utilities used or consumed any Real Property Tax; (e.g. water, gas, electricity, sewage or waste water disposalB) at the Property, the number of person employed Impositions and all similar amounts payable by tenants of the PropertyProject under their leases; and (C) penalties, the size (whether measured in areafines, volume, number interest or charges due for late payment 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether Taxes 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 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property Taxes are payable, or rents unrelated may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the PropertyBuilding, then only that part Landlord shall make the determination of the proper allocation of such Real Property Tax that is fairly allocable Taxes based, to the Property shall be included within the meaning extent possible, upon records of the terms "Real Property Tax" or "Real Property Taxestaxing authority and, if not so available, then on an equitable basis." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" All general property and improvement taxes and all forms of assessment, special assessment or "Real Property Taxes" shall each mean Tenant's Expense Share reassessment, license fee, license tax, business license tax, commercial rental tax, in lieu tax, levy, charge, penalty (to the extent not imposed as a result of Landlord’s negligence) or similar imposition, imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, or any agency or public body, as against any legal or equitable interest of Landlord in the Premises and all improvements thereon and thereto as they presently exist or as they may be expanded, developed, constructed or altered from time to time, including but not limited to: (ia) any tax on Landlord’s rent, right to rent or other income from the Premises or all or any portion of the Project or as against Landlord’s business of leasing the Premises, but specifically excluding Landlord’s federal, state or city income, franchise, corporate, personal property, stock transfer, revenues, inheritance or estate taxes; (b) any assessments, taxes, fees, levies or charges in addition to, or in substitution, partially or totally, for any assessment, tax, fee, levy or charge previously included within the definition of real property tax before adoption of Proposition 13 by the voters of the State of California in the June 1978 election, it being acknowledged by Tenant and Landlord that assessments, taxes, fees, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services that were before Proposition 13 provided without charge to property owners or occupants; and (c) any governmental assessment, tax, fee, levy or quasi-governmental authority charge upon this transaction or special district having any document to which Tenant is a party which is imposed on the direct creation or indirect power to tax transfer of an interest or levy an estate in the Premises. It is the intention of Tenant and Landlord that all new and increased assessments, which are levied or assessed for whatever reason against the Property or any portion thereoftaxes, 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 chargesfees, 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 person 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 Propertyand charges, and all costs similar assessments, taxes, fees, levies and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any charges be included within the definition of Real Property Tax and in negotiating with public authorities as to any Taxes for the purposes of this Lease. Real Property TaxTaxes for the first year of the Term shall be calculated as if the Premises and related improvements were fully assessed. If, If at any time during the Term the laws concerning the methods of real property taxation prevailing at the commencement of the Lease TermTerm are changed so that a tax or excise on rents or any other tax, however described, is levied or assessed against Landlord as a substitution in whole or in part for any real property taxes, then Real Property Taxes shall include, but not be limited to, any such assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof. With respect to any assessments that may be levied against or upon the Premises, the taxation Building or assessment all or any portion of the Project and that 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 Real Property prevailing Taxes with respect to any tax fiscal year only the amount currently payable on such tax, bond or assessment, including interest, for such tax fiscal year or the current annual installment for such tax fiscal year. Notwithstanding anything to the contrary set forth in this Lease, “Real Property Taxes” shall not include (i) any excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance or succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents or receipts), (ii) taxes on tenant improvements in any space in the Project based upon an assessed level in excess of the Effective Date assessed level for which Tenant is directly responsible under this Lease, or (iii) 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. In the event Landlord receives a refund or other return of Taxes (including any award received as a result of Landlord’s successful protest of the amount of Taxes) for which Tenant previously paid, then such refunded amount (plus any interest corresponding to such amount to the extent received from the taxing authority, less Landlord’s costs incurred in procuring such refund) shall be applied to reduce the amount of Taxes for the Lease Year in which such refunded amount is received prior to calculating the actual Taxes for such Lease Year, or if received after the expiration or earlier termination of this Lease shall be altered so that in lieu refunded to Tenant within thirty (30) days following receipt of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 such refund from the Property, or on Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with respect to the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxestaxing authority." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies assessments and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 upon, or with respect to, the Property Project, or any portion thereofpersonal property of Landlord used in the operation thereof or located therein, or Landlord's interest hereinin the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the fixturesProject, equipment including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other property governmental services; (iii) service payments in lieu of Landlord that is an integral taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Property and located thereonProject, or Landlord's business on rent for space in the Project; (v) 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; and (vi) reasonable consultants, and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of owningLandlord from all sources, leasing unless any such taxes are levied 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 assessed against Landlord by reason of as a substitute for, in whole or based upon the use of or number of parking spaces within the Propertyin part, the amount of public services or public utilities used or consumed any Real Property Tax; (e.g. water, gas, electricity, sewage or waste water disposalB) at the Property, the number of person employed Impositions and all similar amounts payable by tenants of the PropertyProject under their leases; and (C) penalties, the size (whether measured in areafines, volume, number interest or charges due for late payment 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether Taxes 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 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property Taxes are payable, or rents unrelated may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the PropertyBuilding, then only that part Landlord shall make the determination of the proper allocation of such Real Property Tax that is fairly allocable Taxes based, to the Property shall be included within the meaning extent possible, upon records of the terms "Real Property Tax" or "Real Property Taxestaxing authority and, if not so available, then on an equitable basis." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" All general property and improvement taxes and all forms of assessment, special assessment or "Real Property Taxes" shall each mean Tenant's Expense Share reassessment, license fee, license tax, business license tax, commercial rental tax, in lieu tax, levy, charge, penalty (to the extent not imposed as a result of Landlord’s negligence) or similar imposition, imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, Initials: PD/VV KH/MN agricultural, lighting, drainage or other improvement or special assessment district thereof, or any agency or public body, as against any legal or equitable interest of Landlord in the Premises and all improvements thereon and thereto as they presently exist or as they may be expanded, developed, constructed or altered from time to time, including but not limited to: (ia) any tax on Landlord’s rent, right to rent or other income from the Premises or all or any portion of the Project or as against Landlord’s business of leasing the Premises, but specifically excluding Landlord’s federal, state or city income, franchise, corporate, personal property, stock transfer, revenues, inheritance or estate taxes; (b) any assessments, taxes, fees, levies or charges in addition to, or in substitution, partially or totally, for any assessment, tax, fee, levy or charge previously included within the definition of real property tax before adoption of Proposition 13 by the voters of the State of California in the June 1978 election, it being acknowledged by Tenant and Landlord that assessments, taxes, fees, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services that were before Proposition 13 provided without charge to property owners or occupants; and (c) any governmental assessment, tax, fee, levy or quasi-governmental authority charge upon this transaction or special district having any document to which Tenant is a party which is imposed on the direct creation or indirect power to tax transfer of an interest or levy an estate in the Premises. It is the intention of Tenant and Landlord that all new and increased assessments, which are levied or assessed for whatever reason against the Property or any portion thereoftaxes, 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 chargesfees, 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 person 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 Propertyand charges, and all costs similar assessments, taxes, fees, levies and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any charges be included within the definition of Real Property Tax and in negotiating with public authorities as to any Taxes for the purposes of this Lease. Real Property TaxTaxes for the first year of the Term shall be calculated as if the Premises and related improvements were fully assessed. If, If at any time during the Lease Term, Term the laws concerning the methods of real property taxation or assessment prevailing at the commencement of the Property prevailing as of the Effective Date of this Lease shall be altered Term are changed so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, excise on rents or any other cause) an alternatetax, substitutehowever described, is levied or assessed against Landlord as a substitution in whole or in part for any real property taxes, then Real Property Taxes shall include, but not be limited to, any such assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or additional use upon or charge (i) on with respect to the valuepossession, sizeleasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Property or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the PropertyPremises, or on Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with portion thereof. With respect to any assessments that may be levied against or upon the operation Premises, the Building or all or any portion of the PropertyProject and that under the laws then in force may be evidenced by improvement or other bonds, then any such tax or chargemay be paid in annual installments, however designated, there shall be included within the meaning definition of the terms "Real Property Tax" Taxes with respect to any tax fiscal year only the amount currently payable on such tax, bond or "Real Property Taxes" assessment, including interest, for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord tax fiscal year or the federal or state income current annual installment for such tax imposed on Landlord's income from all sourcesfiscal year.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all ad valorem taxes, assessments, levies assessments (special or otherwise) and other charges of any kind governmental imposts payable with respect to the Land or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 assessmentsBuilding, which are levied or assessed for whatever reason against by the Property United States of America or the State of Minnesota or any portion thereofpolitical subdivision thereof and are due and payable during any calendar year included in whole or in part in the Term. Real Property Taxes shall also include reasonable legal fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes, but shall exclude (a) any item included in Operating Expenses; (b) any taxes of the nature payable by Tenant under Article 17 hereof; (c) any net income tax, estate tax, gift tax, transfer tax, or Landlord's interest hereininheritance tax; (d) a reasonable allocation of such taxes, or assessments and imposts to the fixturesParking Garage (based upon the relative values of (i) the Parking Garage, 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, to (ii) all chargesthe entire Building, levies including the Parking Garage); (e) any increased amounts of such taxes, assessments or fees imposed by imposts resulting from any agreement with any governmental authority against Landlord by reason of or based upon unit setting a minimum assessed value for the use of Building or number of parking spaces within the PropertyLand, or otherwise fixing 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 person 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 Taxes payable with public authorities respect thereto, except as expressly provided under Section 7.9; (f) any ad valorem taxes allocable to any Real Property Tax. If, at any time during the Lease Term, improvements existing on the taxation or assessment of the Property prevailing Land as of the Effective Date date of this Lease shall be altered so that in lieu Lease; (g) any taxes, assessments or imposts levied, pending or constituting a lien against the Building or Land as of the date of this Lease; and (h) assessments (including special assessments), whenever levied, arising out of or in addition respect of any capital improvement necessary to, or required by any state or local governmental unit, agency or taxing authority in connection with the initial development or construction of the Building (including any amounts associated with any condemnation proceeding used to any obtain control of the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or chargeLand), or any other cause) an alternate, substitute, expansion or additional use or charge (i) on enlargement thereof. In the value, size, use or occupancy case 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 the operation of the Property, then any such 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 Lease. If , such as special assessments, where Landlord has an election, Landlord shall exercise any Real Property Tax is partly based upon property or rents unrelated election available to it to pay the Propertysame over the longest period available, then in which event only that part the installment of such Real Property Tax that is fairly allocable to the Property due and payable in any year shall be included within in Real Property Taxes for such year, with the meaning installments due and payable in the year the Term commences or ends prorated on a daily basis, provided that in the case of special or area assessments for capital improvements where there is no such election available to Landlord, Tenant may at its election require the same to be treated as if there were such assessment, together with interest thereon at the Amortization Interest Rate, to be amortized on a level payment basis over a period equal to the lesser of (y) twenty (20) years, or (z) the reasonably estimated practical useful life of the terms "Real Property Tax" or "Real Property Taxesimprovement." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. Landlord will pay to the proper taxing authorities, as they become due, all Real Property Taxes applicable to the Real Property and the Adjacent Real Property, and commencing one hundred twenty (120) days following the Early Entry Date, plus any Landlord Delays or any days that Tenant's work on Xxxxxx's Improvements is voluntarily interrupted by Landlord pursuant to Section 2(e)(i) (and in any case no later than the Rent Commencement Date), Tenant will reimburse Landlord for Real Property Taxes imposed on the Real Property during the Lease Term, as it may be extended, as provided in clause (b) below. The term "Real Property TaxTaxes" includes the following to the extent that they are imposed by or "payable to a governmental or quasi governmental entity, are a lien or assessment on, are measured by the value of or income from, or are imposed on account of the ownership or operation of, the Real Property Taxes" shall each mean Tenant's Expense Share of and improvements or any interest therein: (i) real property taxes; (ii) possessory interest taxes; (iii) business, license, or use fees, (iv) excises; (v) transit charges; (vi) housing fund assessments; (vii) open space charges; (viii) childcare fees; (ix) school fees; (x) any other assessments, levies, fees, or charges, general and special, ordinary and extraordinary, unforeseen and foreseen (including fees "in-lieu" of any tax or assessment) that are assessed, levied, charged, confirmed, or imposed by any public authority upon the Real Property (including the Premises thereon) or its operations; (xi) all taxes, assessments, or other fees imposed by any public authority on or measured by any Rent or other charges payable under this Lease, including any gross income tax or excise tax levied by the local government authority, the federal government, or any other governmental body with respect to receipt of rent, or upon, with respect to, or by reason of, the possession, leasing, operation, management, maintenance, Tenant improvement, post Commencement Date alteration, repair, use, or occupancy by Tenant of the Premises or any portion of the Real Property, or on this transaction or any document to which Tenant is a party creating or transferring an interest in the Premises or Real Property; and (xii) any tax imposed in substitution, partially or totally, of any tax previously included within the definition or any additional tax, the nature of which was previously included within the definition, together with the costs and expenses (including attorney fees) of changing any taxes or seeking the reduction in or abatement, redemption, or return of any Real Property Taxes imposed on the Real Property during the Term, as it may be extended, but only to the extent of any reduction, abatement, redemption, or return. Notwithstanding any other Lease provision, nothing contained in this Lease will require Tenant to pay (s) any franchise, corporate, succession, estate, or inheritance, transfer, sales, or use tax of Landlord; (t) any income, profits, or revenue tax or charge on or measured by the general or net income of Landlord (as opposed to rents, receipts, or income attributable to operation or ownership of the Real Property); (u) any pre-Commencement Date imposition, fee, cost, expense or payment (whether paid prior to the Commencement Date or imposed prior to the Commencement Date and paid through ongoing installments during the Term), required to obtain the entitlements necessary for the subdivision or resubdivision of the Real Property or Adjacent Real Property, the initial construction or financing of the Shell Improvements or improvements to the Real Property or the Common Area, including those relating to or arising under any development agreement, any government permit, or other approval or agreement, specifically including payment of costs made in connection with any traffic demand management programs or transportation impact mitigation fees imposed prior to the Commencement Date; (v) any Real Property Taxes applicable to the Adjacent Real Property (except as modified by the AREA); (w) any Real Property Taxes applicable to periods not within the Term, as it may be extended; or (x) any interest or penalties imposed in connection with Landlord's failure to pay such taxes, assessments, levies and other charges of any kind or nature whatsoever, general prior to delinquency (and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments not caused by any change in ownership or new constructiona default of Tenant hereunder), 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 Property 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 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Tenant shall pay all real property taxes and general and special taxes including Possessory Interest Taxes (collectively, “Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 and assessed for whatever reason against the Property Premises or Facility or any portion thereof. Tenant shall, or Landlord's interest hereinsemiannually, or pay 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 person 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 Taxes not later than the Taxing Authority’s (as to any Real Property Taxdefined below) delinquency date. If, at any time during the Lease Term, any authority having the power to tax, including any federal, state or county government or any political subdivision thereof (collectively, “Taxing Authority”), shall alter the methods and/or standards of taxation and assessment against the legal or assessment equitable interests of Landlord in the Property prevailing Premises or Facility or any other improvements located or constructed thereon, in whole or in part, so as of the Effective Date of this Lease shall be altered so that to impose a monetary obligation on Landlord in lieu of or in addition to the taxes and assessments in existence as of the date of this Ground Lease, such taxes or assessments based thereon, including: (a) any the Real Property Tax described above there shall be leviedtax, awarded or imposed (whether by reason of a change in the method of taxation or assessment, creation excise, surcharge, fee, levy, penalty, bond or similar imposition (collectively, “Impositions”), on Landlord’s right to rental or other income from the Premises or Facility or as against Landlord’s leasing of a new tax the Premises, (b) any Impositions in substitution or chargein lieu, partially or totally, of any other causeImpositions assessed upon real property prior to any such alteration, (c) an alternateany Impositions allocable to or measured by the area of the Facility and/or Premises or the rental payable hereunder, substituteincluding any Impositions levied by any Taxing Authority with respect to the receipt of such rental or with respect to the possession, or additional use or charge (i) on the valueleasing, sizeoperation, management, maintenance, alteration, repair, use or occupancy by Tenant or any subtenant of the Property Premises or Landlord's Facility or any portion thereof, (d) any Impositions upon this lease transaction or any document to which Tenant is a party which creates or transfers any interest therein or estate in or to the Facility and/or Premises or any portion thereof, or (iie) on any special, unforeseen or measured by the gross receiptsextraordinary Impositions which, income or rentals from the Propertyalthough not specifically described above, or on Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with respect to the operation of the Property, then any such can fairly be characterized as a real property tax or charge, however designateda substitute for real property tax, shall be included within the meaning of the terms "considered as Real Property Tax" or "Real Property Taxes" Taxes for the purposes of this Ground Lease. If any Real Property Tax is partly based upon property or rents unrelated to the PropertyTaxes shall exclude, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoinghowever, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transferall general income taxes, gift or franchise taxes, inheritance taxes of Landlord or the federal or state income tax imposed on and estate taxes, if any, owed by Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" All general property and improvement taxes and all forms of assessment, special assessment or "Real Property Taxes" shall each mean Tenantreassessment, license fee, license tax, business license tax, commercial rental tax, in lieu tax, levy, charge, penalty (to the extent not imposed as a result of Landlord's Expense Share negligence) or similar imposition, imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, or any agency or public body, as against any legal or equitable interest of Landlord in the Premises and all improvements thereon and thereto as they presently exist or as they may be expanded, developed, constructed or altered from time to time, including but not limited to: (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 Property or any portion thereof, or on Landlord's interest hereinrent, right to rent or other income from the fixtures, equipment and other property of Landlord that is an integral part of the Property and located thereon, Premises or as against Landlord's business of owningleasing the Premises, leasing but specifically excluding Landlord's federal, state or managing the Property city income, franchise, corporate, personal property, stock transfer, revenues, inheritance or the gross receipts, income or rentals from the Property, estate taxes; (ii) all chargesany assessments, taxes, fees, levies or fees charges in addition to, or in substitution, partially or totally, for any assessment, tax, fee, levy or charge previously included within the definition of real property tax before adoption of Proposition 13 by the voters of the State of California in the June 1978 election, it being acknowledged by Tenant and Landlord that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services that were before Proposition 13 provided without charge to property owners or occupants; and (iii) any governmental authority against assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party which is imposed on the creation or transfer of an interest or an estate in the Premises. It is the intention of Tenant and Landlord by reason of or based upon the use of or number of parking spaces within the Propertythat all new and increased assessments, the amount of public services or public utilities used or consumed (e.g. watertaxes, gasfees, electricity, sewage or waste water disposal) at the Property, the number of person 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 Propertylevies and charges, and all costs similar assessments, taxes, fees, levies and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any charges be included within the definition of Real Property Tax and in negotiating with public authorities as to any Taxes for the purposes of this Lease. Real Property TaxTaxes for the first year of the Term shall be calculated as if the Premises and related improvements were fully assessed. If, If at any time during the Lease Term, Term the laws concerning the methods of real property taxation or assessment prevailing at the commencement of the Property prevailing as of the Effective Date of this Lease shall be altered Term are changed so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, excise on rents or any other cause) an alternatetax, substitutehowever described, is levied or assessed against Landlord as a substitution in whole or in part for any real property taxes, then Real Property Taxes shall include, but not be limited to, any such assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or additional use upon or charge (i) on with respect to the valuepossession, sizeleasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Property or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the PropertyPremises, or on Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with portion thereof. With respect to any assessments that may be levied against or upon the operation of Premises and that under the Propertylaws then in force may be evidenced by improvement or other bonds, then any such tax or chargemay be paid in annual installments, however designated, there shall be included within the meaning definition of the terms "Real Property Tax" Taxes with respect to any tax fiscal year only the amount currently payable on such tax, bond or "Real Property Taxes" assessment, including interest, for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord tax fiscal year or the federal or state income current annual installment for such tax imposed on Landlord's income from all sourcesfiscal year.

Real Property Taxes. The term "Tenant shall pay, as additional rent, its share (as defined in Paragraph 1) of all Real Property Tax" Taxes including all taxes, assessments (general and special) and other impositions or "charges which may be taxed, charged, levied, assessed or imposed with respect to any calendar year or part thereof included within the term upon all or any portion of or in relation to the Project or any portion thereof, any leasehold estate in the Premises or measured by rent from the Premises,. “Real Property Taxes" ” shall each mean Tenant's Expense Share also include any form of assessment, levy, penalty, charge or tax (iother than estate, inheritance, net income or franchise taxes) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused imposed by any change authority having a direct or indirect power to tax or charge, including, without limitation, any city, county, state, federal or any improvement or other district, whether such tax is: (1) determined by the area of the Project or the rent or other sums payable under this Lease; (2) upon or with respect to any legal or equitable interest of Landlord in ownership the Project or new construction)any part thereof; (3) upon this transaction or any document to which Tenant is a party creating a transfer in any interest in the Project; (4) in lieu of or as a direct substitute in whole or in part of or in addition to any real property taxes on the Project; (5) based on any parking spaces or parking facilities provided in the Project; or (6) in consideration for services, now such as police protection, fire protection, street, sidewalk and roadway maintenance, refuse removal or hereafter imposed other services that may be provided by any governmental or quasi-governmental authority agency from time to time which were formerly provided without charge or special district having the direct with less charge to property owners or indirect power to tax or levy assessments, which are levied or assessed for whatever reason against the Property or any portion thereof, or Landlord's interest herein, or the fixtures, equipment and other property occupants. Tenant shall pay Tenant’s share (as defined in Paragraph 1) 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 person 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 cost on the date any taxes or installments of taxes are due and payable as determined by the taxing authority, evidenced by the tax xxxx. Landlord shall determine and notify Tenant of Tenant’s share not less than thirty (30) days in negotiating with public authorities as to any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment advance of the Property prevailing date such taxes or installment of taxes is due and payable. In the event Landlord fails to deliver such timely determination and notice to Tenant, then Tenant shall have thirty (30) days from receipt of such notice to remit payment of Tenant’s share to Landlord. The foregoing notwithstanding, upon notice from Landlord, Tenant shall pay as additional rent Tenant’s share to Landlord in advance monthly installments equal to one twelfth (1/12) of Landlord’s reasonable estimate of Tenant’s share of the Effective Date Real Estate Taxes payable under this Lease, together with monthly installments of this Lease base rent, and Landlord shall hold such payments in a non-interest bearing account. Landlord shall determine and notify Tenant of any deficiency in the impound account Tenant shall pay any deficiency of funds in the impound account not less than thirty (30) days in advance of the date such taxes or installment of taxes is due and payable. In the event Landlord fails to deliver such timely deficiency determination and notice to Tenant, then Tenant shall have thirty (30) days from receipt of such notice to remit payment of such deficiency to Landlord If Landlord determines that Tenant’s impound account has accrued an amount in excess of Tenant’s share, then such excess shall be altered so that in lieu of or in addition credited to any the Real Property Tax described above there shall be levied, awarded 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 use or charge (i) on the value, size, use or occupancy of the Property or Tenant within said notice from 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term Tenant shall be liable for, and shall pay to ------------------- the proper taxing authorities prior to delinquency, all "Real Property TaxTaxes," or as that term is defined below, applicable to the Premises and relating to the period of the Term of this Lease; and Tenant shall provide Landlord copies of receipts for payment of all such Real Property Taxes. Landlord and Tenant acknowledge and agree that, as of the Commencement Date, the Land upon which the Building is located shall be a separate tax parcel. The term "Real Property Taxes" shall each mean Tenant's Expense Share be the sum of (i) the following: all real property taxes, possessory interest taxes, business or license taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, transit and traffic charges, housing fund assessments, levies open space charges, childcare fees, school, sewer and parking fees or any other charges of any kind assessments, levies, fees, exactions or nature whatsoevercharges, general and special, ordinary and extraordinary, unforeseen as well as foreseen and unforeseen (including all instruments fees "in lieu" of principal and interest required to pay any general such tax or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership assessment) which are assessed, levied, charged, conferred or new construction), now or hereafter imposed by any governmental public authority upon the Premises (or quasi-any real property comprising any portion thereof) or its operations, together with all taxes, assessments or other fees imposed by any public authority upon or measured by any Rent or other charges payable hereunder, including any gross receipts tax or excise tax levied by any governmental authority with respect to receipt of rental income, or special district having upon, with respect to or by reason of the direct development, possession, leasing, operation, management, maintenance, alteration, repair, use or indirect power to tax or levy assessments, which are levied or assessed for whatever reason against occupancy by Tenant of the Property Premises or any portion thereof, or Landlord's documentary transfer taxes upon this transaction or any document to which Tenant is a party creating or transferring an interest hereinin the Premises, together with any tax imposed in substitution, partially or the fixturestotally, 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 tax previously included within the Property, aforesaid definition or any additional tax the amount nature 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 person 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 which was previously included within the Propertyaforesaid definition, and all together with the costs and fees expenses (including attorneys' fees', administrative and expert witness fees and costs) reasonably incurred by Landlord of challenging any of the foregoing or seeking the reduction in contesting or abatement, redemption or return of any of the foregoing, but only to the extent of any such reduction, abatement, redemption or return. All references to Real Property Tax Taxes during a particular year shall be deemed to refer to taxes accrued during such year, including supplemental tax bills regardless of when they are actually assessed and in negotiating with public authorities as without regard to any when such taxes are payable. Real Property Tax. IfTaxes for partial tax fiscal years, at any time during if any, falling within the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then any such tax or charge, however designated, shall be included within prorated. The obligation of Tenant to pay Real Property Taxes for the meaning last full or partial year of the terms "Real Property Tax" term and supplemental taxes accrued during the Term, whenever assessed, shall survive the expiration or "Real Property Taxes" for purposes early termination of this Lease. If Nothing contained in this Lease shall require Tenant to pay any Real Property Tax is partly based franchise, corporate, estate or inheritance tax of Landlord, or any income, profits or revenue tax or charge upon property or rents unrelated to the Property, then only that part net income of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property TaxesLandlord." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. Tenant shall pay directly to the charging authority Tenant's Share of all Real Property Taxes (as hereinafter defined) which become due during the Lease term. If Landlord is required to make such payments because Tenant fails to do so, such payments shall be reimbursed by Tenant to Landlord promptly on demand, as Additional Rent in accordance with Paragraph 4.2 hereof. The term "Real Property Tax" or "Real Property Taxes" as used herein shall each mean Tenant's Expense Share of (i1) all taxes, assessments, levies levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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), of the Property) now or hereafter imposed by any governmental or quasi-governmental authority or special 105 or community facilities district having the direct or indirect power to tax or levy assessments, which are levied or assessed for whatever reason against against, or with respect to (a) the Property value, occupancy, ownership or use of, all or any portion thereofof the Property (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest herein, or therein; (b) any improvements located on the Property (regardless of ownership); (c) the fixtures, equipment and other property of Landlord Landlord, real or personal, that is are an integral part of the Property and located thereon, or Landlord's business of owning, leasing or managing the Property or Property; (d) the gross receipts, income or and rentals from the Property, or (iie) the use of public utilities or energy in the Buildings; (2) all charges, levies or fees in the nature of a tax or assessment imposed by any governmental authority against Landlord by reason of environmental regulation 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 person employed by tenants other governmental control of the Property; (3) excise, the size transaction, sales, privilege or other taxes now or hereafter imposed upon Landlord as a result of this Lease; and (whether measured in area, volume, number of tenants or whatever4) 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 Taxes and in negotiating with public authorities as to any Real Property TaxTaxes, but only to the extent of savings realized by Tenant as a result thereof. If, If at any time during the Lease Term, term the taxation or assessment of the Property prevailing as of the Effective Commencement Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax Taxes described above there shall be levied, awarded 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, substitute or additional use tax or charge (ia) on the value, size, use or occupancy of the Property or Landlord's interest therein or therein; (iib) on or measured by the gross receipts, income or rentals from the Property, or ; (c) on Landlord's business of owning, leasing or managing the Property Property; or (iiid) computed in any manner with respect to the operation of the Property, then any such tax or charge, however designated, shall be included within the meaning of the terms "Real Property Tax" or term "Real Property Taxes" for purposes of this Lease". If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or term "Real Property Taxes" shall not include estate, inheritance, transfer, 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. The term "Real Property Tax" Any form of assessment, license, fee, rent tax, levy, interest or "Real Property Taxes" shall each mean penalty (unless a result of Tenant's Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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’s delinquency), now or hereafter tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any governmental or quasi-governmental authority or special district 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 value or levy assessmentsarea of the Project or any part thereof (or any improvements now or hereafter made to the Project or any portion thereof by Landlord, Tenant or other tenants) 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 Project or any part thereof; (iii) upon this transaction or any document to which are Tenant is a party creating or transferring any interest in the Project; (iv) levied or assessed for whatever reason against the Property 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 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of of, in substitution for, or in addition to any the Real Property Tax described above there shall be leviedto, awarded 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, existing or additional use taxes against the Project whether or charge (i) on not now customary or within the value, size, use or occupancy contemplation of the Property parties; (v) assessed for the purpose of constructing or Landlord's interest therein maintaining or reimbursing the cost of construction of any streets, utilities or other public improvements; (vi) surcharged against the parking area; or (iivii) levied upon any personal property of Landlord, Tenant or other tenants located 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 used exclusively in any manner connection with respect to the operation of the PropertyProject. Notwithstanding anything to the contrary contained in this Lease, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" Taxes shall not include estate, inheritance, transfer, any of the following tax or assessment expenses: (a) gift or franchise taxes of Landlord or any federal, state or local income, sales or transfer tax, (b) penalties and interest, other than those attributable to Tenant’s failure to comply timely with its obligations pursuant to this Lease, (c) increases in Real Property Taxes (whether increases result from increased rate, valuation, or both) attributable to additional improvements to the federal Premises unless constructed for Tenant’s primary benefit or state income for the common benefit of Tenant and other tenants in the Project, and (d) any Real Property Taxes in excess of the amount which would be payable if such tax imposed on Landlord's income from all sourcesor assessment expense were paid in installments over the longest possible term.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all means taxes, assessments, levies assessments and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 upon, or with respect to, the Property Project, or any portion thereofpersonal property of Landlord used in the operation thereof or located therein, or Landlord's interest hereinin the Project or such personal property, by any federal, state or the fixtureslocal entity, 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, including: (iia) all real property taxes and general, special, supplemental and escape assessments; (b) charges, levies fees or fees imposed by any assessments for transit, public improvements, employment, job training, housing, day care, open space, art, police, fire or other 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 benefits; (e.g. water, gas, electricity, sewage or waste water disposalc) at the Property, the number of person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that service payments in lieu of taxes; (d) any tax, fee or in addition to any the Real Property Tax described above there shall be levied, awarded 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 use or charge (i) excise on the value, size, use or occupancy of any part of the Project; (e) any tax, assessment, charge, levy or fee for environmental matters, or as a result of the imposition of mitigation measures, such as parking taxes, employer parking regulations or fees, charges or assessments due to the treatment of the Project, or any portion thereof or interest therein, as a source of pollution or storm water runoff; (f) 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; and (g) consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or Landlord's interest therein reduce Real Property Taxes. Real Property Taxes do not include: (i) franchise, transfer, gift, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Taxes; and (ii) on penalties, fines, interest or measured by the gross receipts, income or rentals from the Property, or on Landlord's business charges due for late payment of owning, leasing or managing the Property or (iii) computed in any manner with respect to the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property TaxesTaxes by Landlord." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The For purposes of this Lease, the term "Real Property Tax" or "Real “Property Taxes" ” shall each mean Tenant's Expense Share of all assessment, license, fee, rent, tax, levy, interest, or tax (iother than Landlord’s net income, estate, succession, inheritance, gift, excise, transfer or franchise taxes) all taxescharges, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 by any city, county, state or federal government or any improvement or other district or division thereof, on the real property comprising the Project, including any land and improvements thereon, whether such tax is: (i) determined by the value or levy assessmentsarea of the Project or any part thereof (or any improvements now or hereafter made to the Project or any portion thereof by Landlord, Tenant or other tenants); (ii) upon any legal or equitable interest of Landlord in the Project or any part thereof; (iii) upon this transaction or any document to which are tenant is a party creating or transferring any interest in the Project; (iv) levied or assessed for whatever reason in lieu of, in substitution for, or in addition to, existing or additional taxes against the Property Project whether or not now customary or within the contemplation of the parties; or (v) assessed upon real property generally for the purpose of constructing or maintaining or reimbursing the cost of construction of any portion thereofstreets, utilities, or Landlord's interest other public improvements. Notwithstanding anything to the contrary contained herein, Property Taxes shall not include any amounts payable by Tenant under Paragraph 5.E below. With respect to any taxes or assessments which may be levied against or upon the fixtures, equipment and other property of Landlord that is an integral part of the Property and located thereonProject, or Landlord's business of owning, leasing which under the Laws then in force may be evidenced by improvements or managing the Property other bonds 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, may be paid in annual installments only the amount of public services or public utilities used or consumed such annual installment (e.g. water, gas, electricity, sewage or waste water disposalwith appropriate proration for any partial year) at the Property, the number of person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then any such tax or charge, however designated, due thereon shall be included within the meaning computations of the terms "annual taxes and assessments levied against the Project (but any credit given by the taxing authorities against any such installation arising from earlier payments or earlier funding or reserves shall be disregarded in the calculation of any such annual assessments). If Landlord receives a reduction in Real Property Tax" or "Taxes attributable to the Base Year as a result of commonly called Proposition 8 application, then Real Property Taxes" Taxes for purposes of this Lease. If any the Base Year shall be calculated as if no Proposition 8 reduction in Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property TaxesTaxes were received." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" All general property and improvement taxes and all forms of assessment, special assessment or "Real Property Taxes" shall each mean Tenantreassessment, license fee, license tax, business license tax, commercial rental tax, in lieu tax, levy, charge, penalty (to the extent not imposed as a result of Landlord's Expense Share of (inegligence) all taxesor similar imposition, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, or any agency or public body, as against any legal or equitable interest of Landlord in the Premises and all improvements thereon and thereto as they presently exist or as they may be expanded, developed, constructed or altered from time to time, including but not limited to: (a) any tax on Landlord's rent, right to rent or levy assessments, which are levied other income from the Premises or assessed for whatever reason against the Property all 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 Property and located thereon, Project or as against Landlord's business of owningleasing the Premises, leasing but specifically excluding Landlord's federal, state or managing the Property city income, franchise, corporate, personal property, stock transfer, revenues, inheritance or the gross receiptsestate taxes; (b) any assessments, income or rentals from the Propertytaxes, (ii) all chargesfees, levies or fees charges in addition to, or in substitution, partially or totally, for any assessment, tax, fee, levy or charge previously included within the definition of real property tax before adoption of Proposition 13 by the voters of the State of California in the June 1978 election, it being acknowledged by Tenant and Landlord that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services that were before Proposition 13 provided without charge to property owners or occupants; and (c) any governmental authority against assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party which is imposed on the creation or transfer of an interest or an estate in the Premises. It is the intention of Tenant and Landlord by reason of or based upon the use of or number of parking spaces within the Propertythat all new and increased assessments, the amount of public services or public utilities used or consumed (e.g. watertaxes, gasfees, electricity, sewage or waste water disposal) at the Property, the number of person 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 Propertylevies and charges, and all costs similar assessments, taxes, fees, levies and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any charges be included within the definition of Real Property Tax and in negotiating with public authorities as to any Taxes for the purposes of this Lease. Real Property TaxTaxes for the first year of the Term shall be calculated as if the Premises and related improvements were fully assessed. If, If at any time during the Lease Term, Term the laws concerning the methods of real property taxation or assessment prevailing at the commencement of the Property prevailing as of the Effective Date of this Lease shall be altered Term are changed so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, excise on rents or any other cause) an alternatetax, substitutehowever described, is levied or assessed against Landlord as a substitution in whole or in part for any real property taxes, then Real Property Taxes shall include, but not be limited to, any such assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or additional use upon or charge (i) on with respect to the valuepossession, sizeleasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Property or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the PropertyPremises, or on Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with portion thereof. With respect to any assessments that may be levied against or upon the operation Premises, the Building or all or any portion of the PropertyProject and that under the laws then in force may be evidenced by improvement or other bonds, then any such tax or chargemay be paid in annual installments, however designated, there shall be included within the meaning definition of the terms "Real Property Tax" Taxes with respect to any tax fiscal year only the amount currently payable on such tax, bond or "Real Property Taxes" assessment, including interest, for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord tax fiscal year or the federal or state income current annual installment for such tax imposed on Landlord's income from all sourcesfiscal year.

Real Property Taxes. As Additional Rent and in accordance with Paragraph 4.E of this Lease, Tenant shall pay to Landlord Tenant's Share of all Real Property Taxes that accrue during the Lese Term and which constitute Real Property Taxes pertaining to the Complex. This obligation shall survive the expiration or earlier termination of this Lease, and if any Real Property Taxes are imposed by the County Assessor or other governmental authority for the period of time constituting the Lease Term, whether or not Landlord is billed for the same during the Lease Term. Tenant shall pay such Real Property Taxes when they are ultimately billed, in accordance with Paragraph 4.E. The term "Real Property TaxTaxes," or "Real Property Taxes" as used herein, shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies levied and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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), 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 for whatever reason against against, or with respect to the Property value, occupancy or use of, all or any portion thereofof the Complex (as not constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest herein, or therein; any improvements located within the Complex (regardless of ownership); the fixtures, equipment and other property of Landlord Landlord, real or personal, that is are an integral part of the Property and located thereonin the Complex; or parking areas, public utilities, or Landlord's business of owning, leasing or managing energy within the Property or the gross receipts, income or rentals from the Property, Complex; (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of environmental regulation 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 person employed by tenants other governmental control of the Property, the size Complex; and (whether measured in area, volume, number of tenants or whateveriii) 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 protesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax, but only if Tenant has requested Landlord to contest such taxes. If, If at any time during the term of this Lease Term, the taxation or assessment of the Property Complex prevailing as of to the Effective Date commencement date of this Lease shall be altered so to that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, charge or any other cause) an alternate, substitute, alternate or additional use tax or charge (i) on the value, size, use or occupancy of the Property Complex, or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the PropertyComplex, or on Landlord's business of owningleasing the Complex, leasing or managing the Property or (iii) computed in any manner with respect to the operation of the PropertyComplex, then any such tax or charge, however designated, shall be included within the meaning of the terms "Real Property Tax" or term "Real Property Taxes" for purposes of this the Lease. If any Real Property Tax is partly based upon property or rents unrelated to the PropertyComplex, then only that part of such Real Property Tax that is fairly allocable to the Property Complex shall be included within the meaning of the terms "Real Property Tax" or term "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or term "Real Property Taxes" shall not include estate, inheritance, transfer, 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. The term "Real Property Tax" In accordance with Article 4 hereof, Tenant agrees to reimburse Landlord for all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes, commercial rent 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" shall each mean Tenant's Expense Share of (i") all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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), which may be now or hereafter imposed levied or assessed against the Premises applicable to the period from the Commencement Date, until the expiration or sooner termination of this Lease. Real Property Taxes shall include, by way of illustration but not limitation, the following: (a) any tax on Landlord's "right" to rent or "right" to other income from the Premises or as against Landlord's business of leasing the Premises; (b) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax; (c) any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the Rent payable by Tenant hereunder, including, without limitation, any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such Rent, or upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant and of the Premises; (d) any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and/or (e) any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or quasi-governmental authority system (including assessment districts) instituted within the geographic area of which the Premises make a part. Real Property Taxes shall not include (1) net income taxes of Landlord or special district having the direct owner of any interest in the Building, (2) franchise, capital stock, gift, estate or indirect power to tax inheritance taxes, (3) any federal, state or levy assessments, which are levied or assessed for whatever reason local documentary taxes imposed against the Property or any portion thereofthereof or interest therein, or (4) any late fees, interest or penalties incurred due to Landlord’s failure to pay any reimbursable portion of Real Property Taxes as and when due. 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 Term. Tenant shall pay Real Property Taxes as part of CAM Costs in accordance with Article 4; provided, however, Tenant, at its sole cost and expense, shall have the right, (a) to pay any Tenant contested amounts to Landlord under protest and (b) with Landlord's interest hereinreasonable cooperation, 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 person 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 to contest 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 Property prevailing as and/or bring suit in any court of the Effective Date of this Lease shall be altered so that in lieu of or in addition competent jurisdiction to any the Real Property Tax described above there shall be levied, awarded 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 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 seek to recover from the Property, or on Landlord's business governmental authority the amount of owning, leasing or managing the Property or (iii) computed in any manner with respect to the operation of the Property, then any such tax or charge, however designated, shall be included within taxes and assessments that Tenant believes were incorrectly assessed against the meaning of the terms "Real Property Tax" or "Real Property Taxes" for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property TaxesPremises." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Proportionate Share of (iof(i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 constructionConstruction), now or hereafter imposed by any governmental 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 Property 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 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 person 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 any Real Property Tax, which amount shall not exceed the Real Property Tax savings realized in any given year. IfNotwithstanding the foregoing, Tenant shall be responsible for 100% of any increases resulting from Real Property Tax reassessments due the Improvement Work. If at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or For purposes of this Lease, "Real Property Taxes" shall each mean any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant's Expense Share of (i) all taxesdelinquency), assessments, levies and other charges or tax of any kind nature imposed upon or nature whatsoeverwith respect to the Premises or the Project or any part thereof (other than net income, general and specialestate, foreseen and unforeseen gift, succession, inheritance, transfer or franchise taxes of Landlord) (including all instruments 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 constructioncollectively, "tax"), now or hereafter imposed by any governmental or quasi-governmental authority or special district 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 levy assessmentsProject or any part thereof or the rent and other sums payable hereunder by Tenant or by other tenants, which are 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) levied or assessed for whatever reason against upon any legal or equitable interest of Landlord in the Property Project or the Premises or any portion part thereof, ; (iii) levied or Landlord's assessed upon this transaction or any document to which Tenant is a party creating or transferring any interest herein, in the Premises; (iv) levied 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that assessed in lieu of of, in substitution for, or in addition to any the Real Property Tax described above there shall be leviedto, awarded 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, existing or additional use or charge (i) on the value, size, use or occupancy of the Property or Landlord's interest therein or (ii) taxes imposed 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 the operation Project or the Premises, whether or not now customary or within the contemplation of the Property, then parties; or (v) surcharged against the parking area. The reasonable cost and expenses of contesting the amount or validity of any such tax or charge, however designated, of the foregoing taxes shall be included within the meaning of the terms "Real Property Tax" or "in Real Property Taxes" for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the PropertyTaxes shall also include all new and increased assessments, then only that part of taxes, fees, levies and charges which may be imposed by governmental agencies for such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoingpurposes as fire protection, the terms "Real Property Tax" or "Real Property Taxes" shall not include estatestreet, inheritancesidewalk, transferroad, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.utility construction and maintenance, refuse removal, libraries,

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies assessments and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 upon, or with respect to, the Property Project, or any portion thereofpersonal property of Landlord used in the operation thereof or located therein, or Landlord's interest hereinin the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the fixturesProject, equipment including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other property governmental services; (iii) service payments in lieu of Landlord that is an integral taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Property and located thereonProject, or Landlord's business on rent for space in the Project; (v) 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; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of owningLandlord from all sources, leasing unless any such taxes are levied 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 assessed against Landlord by reason of as a substitute for, in whole or based upon the use of or number of parking spaces within the Propertyin part, the amount of public services or public utilities used or consumed any Real Property tax; (e.g. water, gas, electricity, sewage or waste water disposalB) at the Property, the number of person employed Impositions and all similar amounts payable by tenants of the PropertyProject under their leases; and (C) penalties, the size (whether measured in areafines, volume, number interest or charges due for late payment 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether Taxes 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 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property Taxes are payable, or rents unrelated may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the PropertyBuilding, then only that part Landlord shall make the determination of the proper allocation of such Real Property Tax that is fairly allocable Taxes based, to the Property shall be included within the meaning extent possible, upon records of the terms "Real Property Tax" or "Real Property Taxestaxing authority and, if not so available, then on an equitable basis." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies assessments and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 upon, or with respect to, the Property Project, or any portion thereofpersonal property of Landlord used in the operation thereof or located therein, or Landlord's interest hereinin the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the fixturesProject, equipment including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other property governmental services; (iii) service payments in lieu of Landlord that is an integral taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Property and located thereonProject, or Landlord's business on rent for space in the Project; (v) 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; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of owningLandlord from all sources, leasing unless any such taxes are levied 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 assessed against Landlord by reason of as a substitute for, in whole or based upon the use of or number of parking spaces within the Propertyin part, the amount of public services or public utilities used or consumed any Real Property Tax; (e.g. water, gas, electricity, sewage or waste water disposalB) at the Property, the number of person employed Impositions and all similar amounts payable by tenants of the PropertyProject under their leases; and (C) penalties, the size (whether measured in areafines, volume, number interest or charges due for late payment 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether Taxes 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 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 the operation of the Property, then any such 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 Lease. If any Real Property Tax is partly based upon property Taxes are payable, or rents unrelated may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the PropertyBuilding, then only that part Landlord shall make the determination of the proper allocation of such Real Property Tax that is fairly allocable Taxes based, to the Property shall be included within the meaning extent possible, upon records of the terms "Real Property Tax" or "Real Property Taxestaxing authority and, if not so available, then on an equitable basis." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" Tenant shall each mean Tenant's Expense Share of (i) pay all real property taxes, assessmentsassessments and general and special taxes including, levies without limitation, possessory interest taxes ("real property taxes"), levied and assessed against the Property and all real property taxes and assessments levied against Xxxxxx's interests in the Property during the Term. In the event Landlord receives a tax bill for the Property, Landlord shall notify Tenant of the real property taxes, and immediately on receipt of the tax bill, shall furnish Tenant with a copy of the tax bill. Tenant shall, semiannually, pay the real property taxes not later than the taxing authority's delinquency date. If at any time during the Term of this Lease any authority having the power to tax, including, without limitation, any federal, state, county, city government or any political subdivision thereof (collectively, "taxing authority"), shall alter the methods and/or standards of taxation and assessment against the legal or equitable interests of Landlord in the Property or the Improvements located or constructed thereon, in whole or in part, so as to impose a monetary obligation on Landlord in lieu of or in addition to the taxes and assessments in existence as of the date of this Lease, such taxes or assessments based thereon, including, without limitation, (a) a tax, assessment, excise, surcharge, fee, levy, penalty, bond or similar imposition (collectively, "impositions"), on Landlord's right to rental or other charges income from the Property or as against Landlord's leasing of the Property, (b) any impositions in substitution or in lieu, partially or totally, of any kind impositions assessed upon real property prior to any such alteration, (c) any impositions allocable to or nature whatsoevermeasured by the area of the Property or the rental payable hereunder, general and specialincluding, foreseen and unforeseen (including all instruments of principal and interest required to pay without limitation, any general or special assessments for public improvements and any increases resulting from reassessments caused impositions levied by any change in ownership taxing authority with respect to the receipt of such rental or new construction)with respect to the possession, now leasing, operation, management, maintenance, alteration, repair, use or hereafter imposed occupancy by Tenant or 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 subtenant of the Property or any portion thereof, (d) any impositions upon this lease transaction or Landlord's any document to which Tenant is a party which creates or transfers any interest hereinor estate in or to the Property (other than any transfer tax which may be due upon recordation of the Memorandum of Lease described in Section 3.1), or the fixtures(e) any special, equipment and other unforeseen or extraordinary impositions which, although not specifically described above, can fairly be characterized as a real 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then any such tax or charge, however designateda substitute for real property tax, shall be included within the meaning of the terms considered as "Real Property Tax" or "Real Property Taxesreal property taxes" for the purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxesproperty taxes" shall not include estateexclude, inheritancehowever, transferall general income taxes, gift or franchise taxes, inheritance taxes of Landlord or the federal or state income tax imposed on and estate taxes owed by Landlord's income from all sources.

Real Property Taxes. The term "Real Property Tax" or For purposes of this Lease, "Real Property Taxes" shall each mean Tenant's Expense Share consist of (i) all real estate taxes, leasehold excise taxes and all other taxes relating to the Building, the Common Areas and/or the Project, as applicable, all other taxes which may be levied in lieu of real estate taxes, all assessments, levies local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and 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 or and nature whatsoever, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements and improvements, services, benefits, or 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 assessmentsother purpose, which are levied assessed, levied, confirmed, imposed or assessed for whatever reason against become a lien upon the Property Building or any portion thereofof the Project, the Property and/or the Common Areas, or Landlord's interest hereinbecome payable during the Term (or which become payable after the expiration or earlier termination hereof and are attributable in whole or in part to any period during the Term hereof), 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 person 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 together with all costs and fees (including attorneys' fees) reasonably expenses incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. Ifsuccessfully contesting, at any time during the Lease Term, the taxation resisting or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded 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 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 the operation of the Property, then appealing any such tax taxes, rates, duties, levies or chargeassessments, however designated, shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes" for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include exclude any franchise, estate, inheritanceinheritance or succession transfer tax of Landlord, transfer, gift or franchise taxes of Landlord or the any federal or state income, profits or revenue tax or charge upon the net income tax imposed on Landlord's income of Landlord from all sources; provided, however, that if at any time during the Term there is levied or assessed against Landlord a 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 Tenant's Rent as Additional Rent. Initials: Together with each payment of Rent to Landlord commencing and prorated as of the Commencement Date through the balance of the Term, Tenant shall pay to Landlord one-twelfth (1/12th) of the prior calendar year’s real property taxes and assessments with respect to the Premises and one-twelfth (1/12th) of the then current calendar’s year’s association assessments and fees (if any) with respect to the Premises each month. Subject to such payment, Landlord shall pay such taxes, assessments and fees to the respective taxing authority and office association. In addition, Tenant shall pay all personal property taxes with respect to any property of Tenant or any subtenant in or upon the Premises prior to delinquency and directly to the respective taxing authority on or before the last day upon which the same may be paid without interest or penalty, and Tenant shall deliver to Landlord reasonable documentation evidencing Tenant’s compliance with the foregoing payment obligations.

Real Property Taxes. The term "Real Property Tax" Any form of assessment, license, fee, rent tax, levy, interest or "Real Property Taxes" shall each mean penalty (unless a result of Tenant's Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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’s delinquency), now or hereafter tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any governmental or quasi-governmental authority or special district 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 value or levy assessmentsarea of the Project or any part thereof (or any improvements now or hereafter made to the Project or any portion thereof by Landlord, Tenant or other tenants) or the rent and other amounts payable hereunder by Tenant or by other tenants, including any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other amounts due under this Lease; (ii) upon any legal or equitable interest of Landlord in the Project or any part thereof; (iii) upon this transaction or any document to which are Tenant is a party creating or transferring any interest in the Project; (iv) levied or assessed for whatever reason against the Property 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 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 person 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 any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of of, in substitution for, or in addition to any the Real Property Tax described above there shall be leviedto, awarded 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, existing or additional use taxes against the Project whether or charge (i) on not now customary or within the value, size, use or occupancy contemplation of the Property parties; (v) assessed for the purpose of constructing or Landlord's interest therein maintaining or reimbursing the cost of construction of any streets, utilities or other public improvements; (vi) surcharged against the parking area; or (iivii) levied upon any personal property of Landlord, Tenant or other tenants located 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 used exclusively in any manner connection with respect to the operation of the PropertyProject. Notwithstanding anything to the contrary contained in this Lease, then any such 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 Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" Taxes shall not include estate, inheritance, transfer, any of the following tax or assessment expenses: (a) gift or franchise taxes of Landlord or any federal, state or local income, sales or transfer tax, (b) penalties and interest, other than those attributable to Tenant’s failure to comply timely with its obligations pursuant to this Lease, (c) increases in Real Property Taxes (whether increases result from increased rate, valuation, or both) attributable to additional improvements to the federal Premises unless constructed for Tenant’s primary benefit or state income for the common benefit of Tenant and other tenants in the Project, and (d) any Real Property Taxes in excess of the amount which would be payable if such tax imposed on Landlord's income from all sourcesor assessment expense were paid in installments over the longest possible term.