Common use of Real Property Taxes Clause in Contracts

Real Property Taxes. The Developer shall, so long as this Agreement remains in effect, pay all real property taxes with respect to all parts of the Development Property acquired and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ .

Real Property Taxes. The Developer shallTenant shall pay Landlord, so long as this Agreement remains Additional Rent in effectthe manner described below, pay all an amount equal to Tenant’s Pro Rata Share of Real Property Taxes payable by Landlord for the Office Unit in any full or partial calendar year. “Real Property Taxes” shall mean real and personal property taxes taxes, assessments, including omit tax, and other governmental impositions and charges of every kind and nature, now or hereafter imposed, including surcharges with respect thereto and interest thereon, if Landlord, at its sole option, elects to all parts amortize assessments over a period exceeding one year, which may during the Term of the Development Property acquired this Lease be levied, assessed, imposed, or otherwise become due and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development PropertyOffice Unit, including delinquent tax proceedingsthe tenant improvements, and the Office Unit and all improvements, fixtures, and equipment thereon, or the use, occupancy or possession thereof; provided, however, “tax statute” does taxes on property of Tenant which have not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating been paid by Tenant directly to the taxation of real property contained on taxing authority; any taxes levied or assessed upon or measured by the Development Property determined by any tax official to be applicable to Condominium, the Project Premises, or the Developer Office Unit, or raise any amounts received by Landlord in connection therewith or hereunder, but not including any federal or state net income, estate, or inheritance tax imposed upon the unconstitutionality of any such tax statute as a defense in any proceedingsLandlord, including delinquent tax proceedings all determined with respect to the Development Propertyperiod for which such taxes are (or would have been if timely levied) due and payable; providedand any taxes levied or assessed in lieu of, howeveror as a substitute for, “tax statute” does the foregoing in whole or part. Notwithstanding the foregoing, Real Property Taxes shall not include include: (a) any local ordinance inheritance, estate, succession, transfer, gift, franchise, or resolution levying a capital stock tax; ; (b) any gross or net income taxes; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral excise taxes imposed upon Landlord based upon gross or abatement, either presently net rentals or prospectively authorized under Minnesota Statutes, Section 469.181, other income received by it; or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior Real Property Taxes assessed against the Property for periods of time prior to the Termination Commencement Date. Landlord shall provide a copy of the tax xxxx to Tenant upon request. All special assessments shall be deemed paid by Landlord over the maximum payment period allowed by applicable law and Tenant shall be liable for its pro rata share of the minimum annual payment thereon. If, after Tenant shall have made a payment of real estate taxes, Landlord shall have received a refund of any portion of the real estate taxes, Landlord shall credit to Tenant an amount equal to Tenant’s proportionate share of the net refund, after deducting Tenant’s proportionate share of all reasonable expenses incurred in obtaining such refund. Notwithstanding the foregoing, if the Office Unit is sold within three years of the Commencement Date, the Developer agrees that it will not take any action which will result and such sale causes an increase in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from taxes, then real estate property taxes under State law; tax increases shall be capped at five percent (e5) Prior to annually for the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ two years following such sale.

Real Property Taxes. The Developer (a) Borrower shall, or shall cause each Property Owner to, promptly pay all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Properties, now or hereafter levied or assessed or imposed against the Properties or any part thereof (the “Real Property Taxes”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Properties or any part thereof (the “Other Property Charges”), and all charges for utility services provided to the Properties as same become due and payable. Borrower will deliver to Lender, promptly upon Lender’s request, evidence satisfactory to Lender that the Real Property Taxes, Other Property Charges and utility service charges have been so long as paid or are not then delinquent. Borrower shall not suffer (or permit any Property Owner to suffer) and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against any Property. Except to the extent sums sufficient to pay all Real Property Taxes and Other Property Charges have been deposited (i) with Lender in accordance with the terms of this Agreement remains in effector the Deposit Account Agreement, pay all real property taxes or (ii) with respect a Senior Lender pursuant to all parts the Senior Loan Documents, Borrower shall furnish to Lender paid receipts for the payment of the Development Real Property acquired Taxes and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent Other Property Charges prior to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect:same shall become delinquent. (ab) It will not seek administrative review After prior written notice to Lender, any Loan Party or judicial review Property Owner, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the applicability Real Property Taxes; provided that (1) no Event of Default has occurred, (2) such Loan Party or Property Owner is permitted to do so under the provisions of any tax statute relating mortgage, deed of trust or deed to secure debt affecting the property taxation relevant Property including those securing any Senior Loan, (3) such proceeding shall suspend the collection of real property contained on the Development Real Property determined Taxes from such Loan Party or such Property Owner and from such Property, or such Loan Party or Property Owner shall have paid all of the Real Property Taxes under protest, (4) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which such Loan Party or Property Owner is subject and shall not constitute a default thereunder, (5) neither the applicable Property nor any part thereof or interest therein will in the opinion of Lender be in danger of being sold, forfeited, terminated, cancelled or lost, (6) Borrower shall have deposited with Lender adequate cash reserves for the payment of the Real Property Taxes, together with all interest and penalties thereon, unless such Loan Party or Property Owner has paid all of the Real Property Taxes under protest, (7) such Loan Party or Property Owner shall have furnished such security as may be reasonably required in the proceeding, or as may be requested by Lender to insure the payment of any tax official to be applicable to contested Real Property Taxes, together with all interest and penalties thereon, and (8) such Loan Party or Property Owner shall promptly, upon final determination thereof, pay the Project or the Developer or raise the inapplicability amount of any such contested Real Property Taxes, together with all costs, interest and penalties which may be payable in connection therewith. In addition, if the contested Real Property Taxes are not paid in full when such Loan Party or Property Owner commences such contest, then such proceeding shall suspend the collection of Real Property Taxes from the affected Property. In addition, Borrower shall pay to Lender upon demand, any costs incurred by Lender in ensuring compliance by such Loan Party or Property Owner with this Section 7.4, including attorney’s fees, monitoring and evaluating expenses and any tax statute as a defense service fees. (c) Unless such amounts are collected by the Senior Lenders, subject to the penultimate sentence of this Section 7.4, Borrower shall pay to Lender, on the first (1st) day of each calendar month, without any requirement of notice or written demand from Lender, (i) one-twelfth of the amount required to pay in any proceedings full the Real Property Taxes and Other Property Charges that will become due and payable during the following twelve (12) months with respect to the Development PropertyProperties, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; and (bii) It will not seek administrative review or judicial review one-twelfth of an amount required to pay in full the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings insurance premiums due with respect to the Development Property; providedProperties for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (i) and (ii) above shall be called the “Escrow Fund”). Borrower agrees to, howeveror shall cause the relevant Property Owner to, “tax statute” does notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes, Other Property Charges or insurance premiums of which they have or obtain knowledge and hereby authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Property Charges directly from the appropriate taxing authority. Lender will apply the Escrow Fund to payments of Real Property Taxes, Other Property Charges and insurance premiums with respect to the Properties required to be made by Borrower pursuant to Sections 7.2 and 7.4 hereof pursuant to the terms of the Deposit Account Agreement. If the amount of the Escrow Fund shall exceed the amounts due for Real Property Taxes, Other Property Charges and insurance premiums with respect to the Properties pursuant to Sections 7.2 and 7.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. If Lender estimates that the Escrow Fund is not include sufficient to pay the items set forth above, Borrower shall promptly pay to Lender, upon ten (10) days written demand, an amount which Lender shall estimate as sufficient to make up the deficiency. Notwithstanding the foregoing, it remains Borrower’s responsibility to, or to cause each Property Owner to, timely pay all Real Property Taxes, Other Property Charges and insurance premiums with respect to the Properties. Accordingly, in the event that Borrower’s payments to the Escrow Fund are insufficient to pay all Real Property Taxes, Other Property Charges and insurance premiums with respect to the Properties in full as they become due, Borrower shall pay, without any local ordinance requirement of prior demand or resolution levying a tax; (c) Other notice from Lender, the full the amount of any deficiency into the Escrow Fund not later than the Tax Abatement Program provided Payment Date occurring in the calendar month in which such Real Property Taxes, Other Property Charges and/or insurance premiums with respect to the Properties, as applicable, would, if not timely paid, become due, payable and delinquent. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing provisions of this paragraph, to the extent Senior Lender for in his Agreementany Property for which the Senior Lender is escrowing for Real Property Taxes, it Other Property Charges and/or insurance premiums pursuant to the Senior Loan Documents for such Property, Lender will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, waive the requirements of this Section 469.181, or any other State or federal law, 7.4(g) to the extent of the property taxation of the Development escrow established pursuant to such Senior Loan Documents. For example, if Senior Lender is only requiring that Real Property so long as this Agreement remains in effect; (d) Prior Taxes and Other Property Charges to the Termination Datebe escrowed, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property Borrower shall be required hereunder to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior escrow for insurance premiums with respect to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ such Property.

Real Property Taxes. The Developer (a) Borrower shall, or shall cause each Expanded Property Owner to, promptly pay all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Expanded Properties, now or hereafter levied or assessed or imposed against the Expanded Properties or any part thereof (the "Real Property Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Expanded Properties or any part thereof (the "Other Property Charges"), and all charges for utility services provided to the Expanded Properties as same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Real Property Taxes, Other Property Charges and utility service charges have been so long as paid or are not then delinquent. Borrower shall not suffer (or permit any Expanded Property Owner to suffer) and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against any Expanded Property. Except to the extent sums sufficient to pay all Real Property Taxes and Other Property Charges have been deposited (i) with Lender in accordance with the terms of this Agreement remains in effector the Lockbox Agreement, pay all real property taxes or (ii) with respect a Senior Lender pursuant to all parts the Senior Loan Documents, Borrower shall furnish to Lender paid receipts for the payment of the Development Real Property acquired Taxes and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent Other Property Charges prior to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect:same shall become delinquent. (ab) It will not seek administrative review After prior written notice to Lender, any Loan Party or judicial review Expanded Property Owner, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the applicability Real Property Taxes; provided that (1) no Event of Default has occurred, (2) such Loan Party or Expanded Property Owner is permitted to do so under the provisions of any tax statute relating mortgage, deed of trust or deed to secure debt affecting the property taxation relevant Property including those securing any Senior Loan, (3) such proceeding shall suspend the collection of real property contained on the Development Real Property determined Taxes from such Loan Party or such Expanded Property Owner and from such Expanded Property, or such Loan Party or Expanded Property Owner shall have paid all of the Real Property Taxes under protest, (4) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which such Loan Party or Expanded Property Owner is subject and shall not constitute a default thereunder, (5) neither the applicable Expanded Property nor any part thereof or interest therein will in the opinion of Lender be in danger of being sold, forfeited, terminated, cancelled or lost, (6) Borrower shall have deposited with Lender adequate cash reserves for the payment of the Real Property Taxes, together with all interest and penalties thereon, unless such Loan Party or Expanded Property Owner has paid all of the Real Property Taxes under protest, (7) such Loan Party or Expanded Property Owner shall have furnished such security as may be reasonably required in the proceeding, or as may be requested by Lender to insure the payment of any tax official to be applicable to contested Real Property Taxes, together with all interest and penalties thereon, and (8) such Loan Party or Expanded Property Owner shall promptly, upon final determination thereof, pay the Project or the Developer or raise the inapplicability amount of any such contested Real Property Taxes, together with all costs, interest and penalties which may be payable in connection therewith. In addition, if the contested Real Property Taxes are not paid in full when such Loan Party or Expanded Property Owner commences such contest, then such proceeding shall suspend the collection of Real Property Taxes from the affected Expanded Property. In addition, Borrower shall pay to Lender upon demand, any costs incurred by Lender in ensuring compliance by such Loan Party or Expanded Property Owner with this Section 7.4, including attorney's fees, monitoring and evaluating expenses and any tax statute as a defense service fees. (c) Subject to the penultimate sentence of this Section 7.4, Borrower shall pay to Lender, on the first (1st) day of each calendar month, without any requirement of notice or written demand from Lender, (i) one-twelfth of the amount required to pay in any proceedings full the Real Property Taxes and Other Property Charges that will become due and payable during the following twelve (12) months with respect to the Development PropertyProperties, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; and (bii) It will not seek administrative review or judicial review one-twelfth of an amount required to pay in full the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings insurance premiums due with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than Properties for the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, renewal of the property taxation of coverage afforded by the Development Property so long as this Agreement remains Policies upon the expiration thereof (the amounts in effect; (di) Prior to and (ii) above shall be called the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ ."Escrow Fund"

Real Property Taxes. The Developer shall(a) During the Term, so long as this Agreement remains in effect, Tenant shall pay all real property taxes with respect to all parts and assessments assessed or levied against the Premises. Notwithstanding the preceding sentence, upon the expiration or early termination of the Development Property acquired Term the real property taxes and owned assessments for the last year of this Lease shall be prorated on a per diem basis based upon the respective due dates of such taxes and assessments, and Tenant shall not be required to pay more than Tenant's prorated portion thereof; and Landlord shall pay, or reimburse Tenant for payment of the balance thereof. If actual taxes have not yet been determined, the parties agree that the prior year's taxes shall be used to allocate the prorata share of the parties. Tenant shall have the right to elect to pay any assessments in installments, if permitted by the taxing authority, and in such event Tenant shall be responsible only for its portion of such installments falling due during such term hereof and before the expiration or early termination of this Lease. Tenant shall provide Landlord with proof of payment of all taxes prior to their due date. Tenant shall have the right to put its name on the real property tax rolls so that it which are payable pursuant possesses all the rights of the taxpayer. Tenant shall have the right to appear in Landlord's name and on behalf of Landlord, or in Tenant's name, to protest and contest any statutory or contractual duty that tax increases upon the Premises, and Landlord shall accrue subsequent fully cooperate with Tenant. Tenant shall not be required to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for pay any tax assessments so long as this Agreement remains Tenant shall contest in effect: (a) It will not seek administrative review or judicial review of good faith and at its own expense, the applicability of any tax statute relating to existence, the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project amount, or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax validity thereof by appropriate proceedings; provided, however, “tax statute” does not include that Tenant shall take no action which results in the institution of any local ordinance foreclosure proceedings or resolution levying a tax;similar action against the Premises. Tenant shall have the right to institute and prosecute, in its name and/or the name of the Landlord, any actions Tenant deems appropriate for refund of any taxes, but the Tenant shall hold Landlord harmless from any costs and expenses incurred in any such action. Any taxes, interest, and costs recovered in any such proceeding shall belong to and be the property of Tenant. (b) It will Notwithstanding the foregoing provisions of this Paragraph 18(b), Tenant shall not seek administrative review be required to reimburse Landlord for any taxes, assessments, levies or judicial review of the constitutionality of charges, at any tax statute relating to the taxation of real property contained on the Development Property determined time, imposed, levied or assessed upon Landlord, any gross receipts or similar taxes imposed or levied upon or assessed against or measured by rent or any tax official to be applicable to the Project other sums payable by Tenant hereunder, or this Lease or the Developer or raise the unconstitutionality of leasehold estate hereby created unless any such tax statute as a defense or charge is hereafter imposed upon or levied or assessed against Landlord in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance substitution for or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral place or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or reduction of any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from currently existing real estate property taxes tax or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result assessment, in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ which case Tenant shall reimburse Landlord therefor.

Real Property Taxes. The Developer shall, so long as this Agreement remains in effect, pay all real property taxes with respect to all parts of the Development Property acquired and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will As used in this Lease, the term TAXES shall include any form of tax, assessment (special or otherwise), license fee, license tax, use tax, tax or excise on rental, or any other levy, charge, expense or imposition imposed by any federal, state, county or city authority having jurisdiction, or any political subdivision thereof, or any school, agricultural, lighting, drainage or other improvement or special assessment district on any interest of Landlord (including any legal or equitable interest of Landlord or its mortgagee, if any) in the Project. The term TAXES shall not seek administrative review include Landlord's general income, inheritance, estate or judicial review gift taxes. (b) From and after the Commencement Date, Tenant shall pay, prior to delinquency, Tenant's Share of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be Taxes applicable to the Project or during the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect Term directly to the Development Property, including delinquent tax proceedingsappropriate taxing authority; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review from and after commencement of the constitutionality Renewal Term, New Lease Option Term or New Lease Renewal Term for less than the entire East Tower, Tenant shall pay Tenant's Share of Taxes to Landlord as Additional Rent on the later of thirty (30) days after demand by Landlord therefor or ten (10) days prior to delinquency. Taxes for any partial year during the Term shall be prorated based on the actual number of days in the applicable tax statute relating year included within the Term. If Tenant is required to and fails to pay Taxes directly to the taxation taxing authorities, Landlord may, at its option, pay such unpaid Taxes, along with penalties and interest, if any, and may collect from Tenant the Taxes, together with penalties and interest paid by Landlord, as Additional Rental. Tenant shall have the right to contest, in good faith, any Taxes, provided that Landlord's interests are protected. In the event Landlord receives any refund of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality Taxes, Landlord shall promptly notify Tenant thereof. At Tenant's option, Landlord shall (i) credit Tenant's Share of any such tax statute as a defense refund amount(s) against Monthly Rental and/or Additional Rental next coming due or (ii) refund Tenant's Share of such amount to Tenant by check or wire transfer in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ immediately available funds.

Real Property Taxes. The Developer shall, so long as this Agreement remains in effect, Sublessor shall pay all Real Property Taxes levied upon the Land and the Property before the delinquency date. "Real Property Taxes" means all real property taxes, special and extraordinary assessments, including the existing Mellx Xxxs xxxancing, "Poway CFD 88-1," and all other Parkway Business Centre assessments (computed as if paid in permitted installments regardless of whether actually so paid) and other similar governmental levies, assessed against the Property, together with any tax, or other levy, however denominated, on or measured by gross or net rentals received from the rental of land or space or both if similar in nature to, or levied in lieu of Real Property Taxes. Real Property Taxes shall not include any income, franchise, estate, inheritance, succession, capital levy, net income, excess profits or transfer taxes imposed upon Sublessor, or any assessments levied for the sole benefit of Sublessor. Real Property Taxes also shall not include any new taxes or assessments (such as new Mellx Xxxs xxxancing) placed upon the Property with the consent or acquiescence of Sublessor, unless Subtenant also consents thereto. In addition, Real Property Taxes shall not include any taxes or assessments (such as new or existing Mellx Xxxs xxxancing) to the extent that the Property may be disproportionately burdened by the payment of such taxes or assessments as compared to the other properties lying within such taxing or assessment district. If any tax, special or ordinary assessments are imposed or levied with respect to this Sublease, the Property or occupancy thereof in substitution for (in whole or in part), any Real Property Taxes, all parts such substitutions shall for the purpose of this Sublease be considered as Real Property Taxes regardless of how denominated or the source from which collected. Subtenant shall reimburse Sublessor for Subtenant's Share of the Development expense associated with such Real Property acquired and owned by it which are payable Taxes pursuant to any statutory or contractual duty that shall accrue subsequent to the date Section 4.2 of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ Sublease.

Real Property Taxes. The Developer shallAny form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Premises or any part thereof or the rent and other sums payable hereunder by Tenant or by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease, (ii) upon any legal or equitable interest of Landlord in the Premises or any part thereof; (iii) upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Premises; (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Premises whether or not now customary or within the contemplation of the parties; or (v) surcharged against the Parking Area. To the extent that Landlord receives during any calendar year any rebate or refund of Real Property Taxes assessed against the Project, the Real Property Taxes for such year shall be reduced by the amount of such rebate or refund received by Landlord. Real Property Taxes shall not include any penalties, interest or late charges caused by Landlord’s failure to timely pay any Real Property Taxes so long as this Agreement remains in effect, pay all real property taxes with respect Tenant timely pays to all parts its share of the Development Real Property acquired and owned by it which are payable Taxes pursuant to any statutory or contractual duty that shall accrue subsequent Paragraph 15. Notwithstanding anything to the date of its acquisition of title contrary herein, “Real Property Taxes” shall not include and tenant shall not be required to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of pay any tax statute relating to the property taxation or assessment expense or any increase therein (i) levied on Landlord’s rental income, unless such tax or assessment expense is imposed in lieu of real property contained on taxes; (ii) in excess of the Development Property determined by any tax official to amount which would be applicable to the Project or the Developer or raise the inapplicability of any payable if such tax statute as a defense or assessment expense were paid in any proceedings with respect to installments over the Development Property, including delinquent tax proceedingslongest possible term; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (biii) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained imposed on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other land and improvements other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ Project.

Real Property Taxes. The Developer (a) Borrower shall, or shall cause the Property Owner to, promptly pay all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the “Real Property Taxes”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the “Other Property Charges”), and all charges for utility services provided to the Property as same become due and payable. Borrower will deliver to Lender, promptly upon Lender’s request, evidence satisfactory to Lender that the Real Property Taxes, Other Property Charges and utility service charges have been so long as paid or are not then delinquent. Borrower shall not suffer (or permit any Property Owner to suffer) and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Real Property Taxes and Other Property Charges have been deposited (i) with Lender in accordance with the terms of this Agreement remains in effector the Deposit Account Agreement, pay all real property taxes or (ii) with respect the Senior Lender pursuant to all parts the Senior Loan Documents, Borrower shall furnish to Lender paid receipts for the payment of the Development Real Property acquired Taxes and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent Other Property Charges prior to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect:same shall become delinquent. (ab) It will not seek administrative review After prior written notice to Lender, any Loan Party or judicial review the Property Owner, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the applicability Real Property Taxes; provided that (1) no Event of Default has occurred, (2) such Loan Party or Property Owner is permitted to do so under the provisions of any tax statute relating mortgage, deed of trust or deed to secure debt affecting the property taxation Property including those securing any Senior Loan, (3) such proceeding shall suspend the collection of real property contained on the Development Real Property determined by any tax official to be applicable to the Project Taxes from such Loan Party or the Developer Property Owner and from the Property, or raise such Loan Party or the inapplicability Property Owner shall have paid all of the Real Property Taxes under protest, (4) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which such Loan Party or the Property Owner is subject and shall not constitute a default thereunder, (5) neither the Property nor any part thereof or interest therein will in the opinion of Lender be in danger of being sold, forfeited, terminated, cancelled or lost, (6) Borrower shall have deposited with Lender adequate cash reserves for the payment of the Real Property Taxes, together with all interest and penalties thereon, unless such Loan Party or the Property Owner has paid all of the Real Property Taxes under protest, (7) such Loan Party or the Property Owner shall have furnished such security as may be reasonably required in the proceeding, or as may be requested by Lender to insure the payment of any contested Real Property Taxes, together with all interest and penalties thereon, and (8) such Loan Party or the Property Owner shall promptly, upon final determination thereof, pay the amount of any such contested Real Property Taxes, together with all costs, interest and penalties which may be payable in connection therewith. In addition, if the contested Real Property Taxes are not paid in full when such Loan Party or the Property Owner commences such contest, then such proceeding shall suspend the collection of Real Property Taxes from the Property. In addition, Borrower shall pay to Lender upon demand, any costs incurred by Lender in ensuring compliance by such Loan Party or the Property Owner with this Section 7.4, including attorney’s fees, monitoring and evaluating expenses and any tax statute as a defense service fees. (c) Unless such amounts are collected by the Senior Lender, subject to the penultimate sentence of this Section 7.4, Borrower shall pay to Lender, on the first (1st) day of each calendar month, without any requirement of notice or written demand from Lender, (i) one-twelfth of the amount required to pay in any proceedings full the Real Property Taxes and Other Property Charges that will become due and payable during the following twelve (12) months with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; and (bii) It will not seek administrative review or judicial review one-twelfth of an amount required to pay in full the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings insurance premiums due with respect to the Development Property for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (i) and (ii) above shall be called the “Escrow Fund”). Borrower agrees to, or shall cause the Property Owner to, notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Real Property Taxes, Other Property Charges or insurance premiums of which they have or obtain knowledge and hereby authorizes Lender or its agent to obtain the bills for Real Property Taxes and Other Property Charges directly from the appropriate taxing authority. Lender will apply the Escrow Fund to payments of Real Property Taxes, Other Property Charges and insurance premiums with respect to the Property required to be made by Borrower pursuant to Sections 7.2 and 7.4 hereof pursuant to the terms of the Deposit Account Agreement. If the amount of the Escrow Fund shall exceed the amounts due for Real Property Taxes, Other Property Charges and insurance premiums with respect to the Property pursuant to Sections 7.2 and 7.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. If Lender estimates that the Escrow Fund is not sufficient to pay the items set forth above, Borrower shall promptly pay to Lender, upon ten (10) days written demand, an amount which Lender shall estimate as sufficient to make up the deficiency. Notwithstanding the foregoing, it remains Borrower’s responsibility to, or to cause the Property Owner to, timely pay all Real Property Taxes, Other Property Charges and insurance premiums with respect to the Property; provided. Accordingly, howeverin the event that Borrower’s payments to the Escrow Fund are insufficient to pay all Real Property Taxes, “tax statute” does Other Property Charges and insurance premiums with respect to the Property in full as they become due, Borrower shall pay, without any requirement of prior demand or notice from Lender, the full the amount of any deficiency into the Escrow Fund not include any local ordinance or resolution levying a tax; (c) Other later than the Tax Abatement Program provided Payment Date occurring in the calendar month in which such Real Property Taxes, Other Property Charges and/or insurance premiums with respect to the Property, as applicable, would, if not timely paid, become due, payable and delinquent. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. No earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing provisions of this paragraph, to the extent the Senior Lender is escrowing for in his AgreementReal Property Taxes, it Other Property Charges and/or insurance premiums pursuant to the Senior Loan Documents for the Property, Lender will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, waive the requirements of this Section 469.181, or any other State or federal law, 7.4(g) to the extent of the property taxation of the Development escrow established pursuant to such Senior Loan Documents. For example, if Senior Lender is only requiring that Real Property so long as this Agreement remains in effect; (d) Prior Taxes and Other Property Charges to be escrowed, Borrower shall be required hereunder to escrow for insurance premiums with respect to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ Property.

Real Property Taxes. The Developer shallAs Additional Rent, so long as this Agreement remains Tenant will pay Landlord for all Real Property Taxes allocable to the Occupancy Period. Landlord will pay the Real Property Taxes to the appropriate taxing authorities. If Landlord receives a refund of any Real Property Taxes for which Tenant has paid Landlord, Landlord will refund to Tenant its share after deducting therefrom all related costs and expenses. Landlord shall have the right, but not the obligation, to protest, appeal, or institute proceedings to effect a reduction of Real Property Taxes at any time, including the right to seek a reduction in effect, pay all real property taxes with respect to all parts the valuation of the Development Property acquired and owned by it which are payable pursuant Building or the Premises assessed for real estate tax purposes. Landlord will endeavor to any statutory or contractual duty that shall accrue subsequent provide promptly to the date Tenant copies of its acquisition notices of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for appraised value, tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review and bills that it receives from any taxing authorities or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings other governmental entities with respect to the Development Propertyad valorem tax on the Premises and the Landlord Personalty. In the event that Landlord elects not to pursue any protest, including delinquent tax proceedings; providedappeal, howeveror other proceeding relating such ad valorem tax, “tax statute” does then Landlord will provide notice to Tenant of such election. Upon Tenant’s receipt of such notice, provided this Lease is not include any local ordinance previously cancelled or resolution levying a tax; (b) It will not seek administrative review terminated, and there shall be no Event of Default, or judicial review an event that with the giving of notice or the constitutionality lapse of time, or both, would constitute an Event of Default, then Tenant shall have the right, at its sole cost and expense, to contest the amount or validity of any ad valorem tax statute relating to or assessment assessed and levied against the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project Premises or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181Landlord Personalty, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek a reduction in the assessed market value valuation of the Project Building or the Premises or the Landlord Personalty assessed for property ad valorem tax purposes below $ purposes, by appropriate proceedings diligently conducted in good faith (the “Tenant Tax Appeal”), but only after payment of such taxes and assessments. If required by law, Landlord shall, upon written request of Tenant, join in the Tenant Tax Appeal or permit the Tenant Tax Appeal to be brought in Landlord’s name, and Landlord will reasonably cooperate with Tenant in authorizing such actions, at the sole cost and expense of Tenant. Tenant shall pay any increase that may result in ad valorem taxes or assessments as a consequence of the Tenant Tax Appeal, which payment obligations shall survive the expiration or earlier termination of this Lease. Tenant shall have no right to file a Tenant Tax Appeal during the last 12 months of the Lease Term.

Real Property Taxes. Paragraph 9 is modified by the following: A. The Developer shallterm “Real Property Taxes” shall not include charges, so long as this Agreement remains levies or fees directly related to the use, storage, disposal or release of hazardous materials on the Premises unless directly related to Tenant’s activities, which subject is exclusively governed by Paragraph 45. B. If any assessments for public improvements are levied against the Premises, Landlord may elect either to pay the assessment in effectfull or to allow the assessment to go to bond. If Landlord pays the assessment in full, Tenant shall pay all real property taxes with respect to all parts Landlord or any assignee or purchaser of the Development Premises each time payment of Real Property acquired Taxes is made a sum equal to that which would have been payable (as both principal and owned by it which are payable pursuant interest) had Landlord allowed the assessment to go to bond. C. Tenant at its cost shall have the right, at any statutory or contractual duty that shall accrue subsequent time, to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value valuation of the Project for property tax purposes below $ Premises or to contest any Real Property Taxes that are to be paid by Tenant. If Tenant seeks a reduction or contests such Real Property Taxes, the failure on Tenant’s part to pay such Real Property Taxes being so contested shall not constitute a default so long as Tenant complies with the provisions of this Paragraph. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord. In that case Landlord shall join in the proceedings or contest or permit it to be brought in Landlord’s name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall [Illegible] decision or judgment rendered, together with all costs, charges, interest, and penalties incidental to the decision or judgment. If Tenant does not pay the Real Property Taxes when due pursuant to the Lease and Tenant seeks a reduction or contests them as provided in this paragraph, before the commencement of the proceeding or contest Tenant shall furnish to Landlord a surety bond in form reasonably satisfactory to Landlord issued by an insurance company qualified to do business in California. The amount of the bond shall equal 125% of the total amount of Real Property Taxes in dispute and any such bond shall be assignable to any lender or purchaser of the Premises. The bond shall hold Landlord and the Premises harmless from any damage arising out of the proceeding or contest and shall insure the payment of any judgment that may be rendered.

Real Property Taxes. The Developer shall, so long as this Agreement remains in effect, Tenant shall pay to Landlord all real property taxes with respect to all parts of the Development Real Property acquired and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute Taxes relating to the property taxation Premises, which shall be considered as Additional Rent payable in accordance with Section 5. of real property contained on this Lease. In the Development event the Premises leased hereunder consists of only a portion of the entire parcel being taxed, Tenant shall pay to Landlord the proportionate share of such Real Property Taxes allocated to the Premises during the term of this Lease by square footage or other reasonable basis as calculated and determined solely by Landlord. If the tax billing pertains entirely to the Premises, and Landlord elects by written notice to Tenant to have Tenant pay such Real Property Taxes directly to the Tax Collector, then in such event it shall be the responsibility of Tenant to obtain all tax and assessment bills pertaining to the Premises, and to pay (prior to delinquency) all Real Property Taxes pertaining to the Premises, and all interest and penalties (if any) for non-payment or late payment thereof. Failure to request or receive a xxxx for taxes and/or assessments shall not alter or extinguish Tenant’s responsibility to pay the above. The term “Real Property Taxes,” as used herein, shall mean and include (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including, without limitation, all installments of principal and interest required to pay any general or special assessments for public improvements, and any increases resulting from reassessments caused by any change in ownership of the Premises or otherwise) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax official to be applicable to the Project or the Developer levy assessments, which are levied or raise the inapplicability of any such tax statute as a defense in any proceedings assessed against, or with respect to the Development Propertyvalue, including delinquent tax proceedings; providedoccupancy, however, “tax statute” does not include or use of all or any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review portion of the constitutionality Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in or about the Premises; and landscaping areas, walkways, parking areas, public utilities, or energy within the Premises; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises; and (iii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord or Tenant in reasonably contesting any tax statute relating Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the term of this Lease the taxation or assessment of real property contained the Premises prevailing as of the commencement date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the Development Property determined value, use or occupancy of the Premises or Landlord’s interest therein or (ii) on or measured by any tax official to be applicable to the Project gross receipts, income or rentals from the Premises, on Landlord’s business of leasing the Premises, or based on vehicular ownership, parking, employment, production or the Developer like, or raise the unconstitutionality of any such tax statute as a defense computed in any proceedings, including delinquent tax proceedings manner with respect to the Development Property; providedoperation or existence of the Premises, howeverthen any such tax or charge, however designated, shall be included within the meaning of the term “tax statuteReal Property Taxes” does for purposes of this Lease. If any Real Property Tax is based in part upon property or rents unrelated to the Premises, then only that part of such Real Property Tax that is fairly allocable to the Premises shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding the foregoing, the term “Real Property Taxes” shall not include any local ordinance estate, inheritance, gift or resolution levying a tax; (c) Other than franchise taxes of Landlord or the Tax Abatement Program provided for in his Agreement, it will not seek any further federal or state net income tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt imposed on Landlord’s income from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ all sources.

Real Property Taxes. The Developer shallAny form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Premises or any part thereof or the rent and other sums payable hereunder by Tenant or by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease, (ii) upon any legal or equitable interest of Landlord in the Premises or any part thereof; (iii) upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Premises; (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Premises whether or not now customary or within the contemplation of the parties; or (v) surcharged against the Parking Area. To the extent that Landlord receives during any calendar year any rebate or refund of Real Property Taxes assessed against the Project, the Real Property Taxes for such year shall be reduced by the amount of such rebate or refund received by Landlord. Real Property Taxes shall not include any penalties, interest or late charges caused by Landlord’s failure to timely pay any Real Property Taxes so long as this Agreement remains in effect, pay all real property taxes with respect Tenant timely pays to all parts its share of the Development Real Property acquired and owned by it which are payable Taxes pursuant to any statutory or contractual duty that shall accrue subsequent Paragraph 15. Notwithstanding anything to the date of its acquisition of title contrary herein, “Real Property Taxes” shall not include and Tenant shall not be required to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of pay any tax statute relating to the property taxation or assessment expense or any increase therein (i) levied on Landlord’s rental income, unless such tax or assessment expense is imposed in lieu of real property contained on taxes; (ii) in excess of the Development Property determined by any tax official to amount which would be applicable to the Project or the Developer or raise the inapplicability of any payable if such tax statute as a defense or assessment expense were paid in any proceedings with respect to installments over the Development Property, including delinquent tax proceedingslongest possible term; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (biii) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained imposed on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other land and improvements other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ Project.

Real Property Taxes. The Developer shall, so long as this Agreement remains in effect, pay all real property taxes with respect to all parts of the Development Property acquired and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not The Company exclusively authorizes Seller to pursue all available remedies and to make any filings Seller deems reasonably appropriate to seek administrative review reimbursement of some or judicial review all of the applicability of any tax statute relating to the property taxation of real property contained on Taxes paid by the Development Company for the 2020 calendar year (the “2020 Real Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedingsTaxes”); provided, however, “tax statute” does that neither Seller nor any of its Affiliates shall enter into any agreement that adversely affects or is reasonably likely to adversely affect the Tax liability of Buyer, the Company or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Straddle Period that begins after the Closing Date, without the prior written consent of Buyer, which may not include be unreasonably withheld, conditioned or delayed. In the event the Company obtains any local ordinance or resolution levying a tax;portion of the 2020 Real Property Taxes in any form (e.g., reimbursement, credit, etc.), Buyer shall cause the Company to pay to Seller in cash an amount equal to the portion of the 2020 Real Property Taxes that Seller was able to obtain on behalf of the Company. (b) It will not seek administrative review or judicial review The Company exclusively authorizes Seller to pursue all available remedies and to make any filings Seller deems reasonably appropriate to reduce the amount of the constitutionality of any tax statute relating to the taxation of Company’s real property contained on the Development Property determined by any tax official Taxes required to be applicable to paid by the Project or Company for the Developer or raise 2021 calendar year (the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property“2021 Real Property Taxes”); provided, however, “tax statute” does not include that neither Seller nor any local ordinance of its Affiliates shall enter into any agreement that adversely affects or resolution levying a tax; (c) Other than is reasonably likely to adversely affect the Tax Abatement Program provided for in his Agreementliability of Buyer, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, the Company or any other State or federal law, affiliate of the property taxation foregoing for any period ending after the Closing Date, including the portion of the Development Straddle Period that begins after the Closing Date, without the prior written consent of Buyer, which may not be unreasonably withheld, conditioned or delayed. In the event the Company obtains any portion of the 2021 Real Property so long as this Agreement remains Taxes in effect; any form (d) Prior e.g., reimbursement, credit, etc.), Buyer shall cause the Company to pay to Seller in cash an amount equal to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer portion of the Development 2021 Real Property Taxes that Seller was able to any entity whose ownership or operation obtain on behalf of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ Company.

Real Property Taxes. (a) The Developer shall, so long Tenant shall pay as this Agreement remains in effect, pay all real property taxes with respect to all parts of the Development Property acquired and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent Additional Rent to the date of its acquisition of title Landlord, or to the Development Property (or part thereof) taxing Authorities if the Landlord so directs, and until title to discharge in each year during the property is vested in another person. The Developer agrees that Term and within the times provided for tax assessments so long as this Agreement remains in effectby the taxing Authorities: (ai) It will not seek administrative review all Real Property Taxes levied, rated, charged or judicial review assessed from time to time, respectively, against the Premises or any part thereof, on the basis of a separate real property tax bill and separate real property assessment notices rendered by any lawful taxing Authority; and (ii) the applicability Tenant’s Proportionate Share of all Real Property Taxes levied, rated, charged or assessed from time to time, respectively, against the Common Areas, or any part thereof, on the basis of a separate real property tax statute relating bill and separate real property assessment notices rendered by any lawful taxing Authority. If there are no such separate tax bills and assessment notices, but there are available to the property taxation of real property contained Landlord working papers and calculations made by the taxing Authorities from which separate assessments may, in the Landlord’s opinion, be determined, then the Landlord may elect to make such separate assessments based on such working papers and calculations, in which case such determinations made by the Development Property determined by any tax official Landlord will be deemed to be applicable to separate tax bills and assessments for the Project or the Developer or raise the inapplicability purpose of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax;this section. (b) It will If there are not seek administrative review actual or judicial review of deemed separate real property tax bills and separate real property assessment notices for the constitutionality of any tax statute relating Premises and the Common Areas, the Tenant shall pay to the taxation Landlord, as Additional Rent, its Proportionate Share of real property contained on all Real Property Taxes levied, rated, charged or assessed from time to time against the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax;Development. (c) Other than The Tenant shall provide the Tax Abatement Program provided Landlord, within [*****] days after receipt by the Tenant, a copy of any separate tax bills and assessment notices for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, the Premises or any part thereof. If the Landlord requires the Tenant to pay Real Property Taxes directly to the relevant taxing Authority, the Tenant shall promptly deliver to the Landlord receipts evidencing the payment of all such Real Property Taxes and furnish such other State or federal law, of information in connection therewith as the property taxation of the Development Property so long as this Agreement remains in effect;Landlord reasonably requires. (d) Prior If the assessments and tax bills for the Real Property Taxes applicable to the Termination DateDevelopment involve lands and/or buildings that do not form part of the Development, then the Landlord will, acting reasonably, allocate the Real Property Taxes between the Development and such other lands and the amount allocated by the Landlord to the Development will be conclusive and binding upon the Tenant and be deemed to be the amount assessed against the Development. For clarity, the Developer agrees Landlord shall not allocate the Real Property Taxes in a manner that it will not take any action which will result in permits the Development Property becoming exempt from real estate property taxes or transfer or permit transfer Landlord to recover more than [*****]% of the Development Real Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law;Taxes. (e) Prior If the Landlord does not require the Tenant to pay the Real Property Taxes to the Termination Daterelevant taxing Authority, the Developer agrees it Tenant shall pay the amounts payable under section 6.2(a) or 6.2(b), as the case may be, according to estimates or revised estimates made by the Landlord from time to time in respect of each Lease Year. The Tenant’s payments will be made in advance on the first day of each month in monthly amounts and for such periods as determined by the Landlord. Until such time as the Landlord advises otherwise, the Real Property Taxes payable for each Lease Year shall be payable in [*****] equal monthly instalments, commencing on [*****] in each Lease Year and ending on [*****] in each Lease Year, subject to a pro rata adjustment in respect of any Lease Year which does not seek commence on [*****]. (f) If: (i) there are not actual or deemed separate real property tax bills and separate real property assessment notices for the Premises and the Common Areas; (ii) less than [*****]% of the Rentable Area in the Building has been leased by the Landlord to third parties and is vacant during any period; and (iii) the Landlord is able to obtain a reduction in the assessed market value Real Property Taxes for the Development due to such vacancies as described in section 6.2(f)(ii) (and the decision to seek such a reduction will be determined by the Landlord in its sole discretion), then, for the purposes of section 6.2(b), the Real Property Taxes on the Development will be deemed to be the amount that they would have been if [*****]% of the Project for property tax purposes below $ Rentable Area in the Building had been fully leased to third parties.

Real Property Taxes. The Developer shallTenant shall pay, so long as Additional Rent under this Agreement remains Lease, to the relevant authority or entity, in effectlawful money of the United States, pay without offset or deduction, prior to delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises or imposts, whether general or special, or ordinary or extraordinary, of every name, nature and kind whatsoever, including all governmental charges of every name, nature or kind that may be levied, assessed, charged or imposed or may be or become a lien or charge upon the Premises or any part thereof; or upon the rent or income of Tenant; or upon the use or occupancy of the Premises; upon any of the buildings or improvements that are or are hereafter placed upon the Premises; or upon the leasehold of Tenant or upon the estate hereby created; or upon Landlord by reason of its ownership of the fee underlying this Lease (but not including any franchise, transfer, inheritance, or capital stock taxes or income taxes measured by the net income of Landlord unless, due to a change in the method of taxation, any of such taxes is levied or assessed against Landlord as a substitute for, in whole or in part, any other tax that would otherwise be the responsibility of Tenant). if at any time during the Term, under any Applicable Laws, any tax is levied or assessed against Landlord directly, in substitution in whole or in part for real property taxes with respect taxes, Tenant covenants and agrees to all parts pay and discharge such tax. All of the Development Property acquired foregoing taxes, assessments and owned by it other charges which are payable pursuant the responsibility of Tenant are herein referred to as “Real Property Taxes.” Tenant shall obtain and deliver to Landlord, promptly upon request therefor, satisfactory evidence of payment of all Real Property Taxes. Any Real Property Taxes relating to a fiscal period of any taxing authority, only a part of which period is included within the Term, shall be prorated as between Landlord and Tenant so that Landlord shall pay the portion thereof attributable to any statutory or contractual duty that period outside the Term, and Tenant shall accrue subsequent to pay the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property portion thereof attributable to any entity whose ownership or operation of period within the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ Term.

Real Property Taxes. The Developer shallterm "Real Property Taxes" shall mean any ordinary or extraordinary form of assessment or special assessment, so long as this Agreement remains in effectlicense fee, pay all real property taxes with respect rent tax, levy, penalty (if a result of Tenant's delinquency), or tax, other than net income, premium, estate, succession, inheritance, transfer or franchise taxes, imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government for any maintenance or improvement or other district or division thereof, relating to all parts or any part of the Development Property acquired property, including the Building and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another personPremises. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute term shall include all transit charges, housing fund assessments, real estate taxes and all other taxes relating to the property taxation Premises, Building and/or Property, all other taxes which may be levied in lieu of real property contained on the Development Property determined by any tax official estate taxes, all assessments, assessment bonds, levies, fees, and other governmental charges (including, but not limited to, charges for traffic facilities, improvements, child care, water services studies and improvements, and fire services studies and improvements) for amounts necessary to be applicable expended because of governmental orders, whether general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind and nature for public improvement, services, benefits or any other purposes which are assessed, levied, confirmed, imposed or become a lien upon the Premises, Building or Property or become payable during the Term. Landlord may, in its sole discretion but without obligation, contest the amount or validity of any Real Property Taxes at any time during the Term. In the event Tenant desires to contest the Project amount or validity of any Real Property Taxes not otherwise contested by Landlord during the Developer Term, Tenant shall first provide Landlord with written notice of such desire. Within thirty (30) days of such notice, Landlord shall elect to either pursue such contest itself or raise permit Tenant to pursue such contest. In the inapplicability event Landlord elects to permit Tenant to pursue such contest, then, and only then, Tenant may contest the amount or validity of the Real Property Taxes in question by appropriate proceedings, provided that Tenant gives Landlord prior notice of any such contest and keeps Landlord advised as to all proceedings, and provided further that Tenant shall continue to reimburse Landlord pursuant to Section 6(d) below for Landlord's payment of such Real Property Taxes unless such proceedings shall operate to prevent or stay such payment and the collection of the tax statute as a defense so contested. Landlord shall join in any such proceedings with respect to the Development Propertyif any applicable laws, including delinquent tax proceedings; providedstatutes, howeverordinances or government rule, “tax statute” does regulation or requirement shall so require, provided that Tenant shall hold harmless, indemnify, protect and defend Landlord from and against any liability, claim, demand, cost or expense in connection therewith, including, but not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedingslimited to, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ actual attorneys' fees and costs reasonably incurred.

Real Property Taxes. The Developer shallExcept as specifically provided in this Section 10.1 below, so long as this Agreement remains in effect, Tenant agrees to pay all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes with respect or assessments and any and all assessments under any covenants, conditions and restrictions affecting the Premises (collectively "REAL PROPERTY TAXES") which may be now or hereafter levied or assessed against the Premises applicable to the period from the Commencement Date, until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the Premises as separate tax parcels, then Tenant shall pay Tenant's pro rata share of all parts Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the Development separate tax parcel on which the Premises are located. Tenant's pro rata share under such circumstances shall be apportioned according to the value of the Premises as it relates to the total value of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. All Real Property acquired Taxes for the tax year in which the Commencement Date occurs and owned by it for the tax year in which are payable pursuant 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 any statutory the Commencement Date or contractual duty that shall accrue subsequent to the date expiration of its acquisition of title the Lease term. Tenant agrees to pay to the Development taxing authority entitled thereto the total Real Property (Taxes due. On or part thereof) and until title before the Commencement Date, Landlord shall make arrangements with the applicable taxing authorities for the delivery of the statements for such Real Property Taxes directly to Tenant. Any of said payments to be made directly to the property is vested taxing authority shall be made prior to the delinquency date established by the taxing authority, and Tenant shall, within ten (10) business days after Tenant's receipt of written request from Landlord, deliver evidence of such payment to Landlord. Failure of Tenant to pay said Real Property Taxes as and when herein specified shall, in another personaddition 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. The Developer agrees Tenant shall, within thirty (30) days after demand, reimburse Landlord for any such fine, penalty, interest, or cost, together with interest thereon at the Interest Rate. Landlord and Tenant hereby agree and acknowledge that for tax assessments so long as this Agreement remains Tenant shall be entitled to contest and/or appeal the Real Property Taxes assessed by any applicable taxing authority directly to such authority, provided that Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, liabilities and damages incurred by Landlord in effect: (a) It will not seek administrative review or judicial review connection therewith. If at any time during the Term under the laws of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project United States, or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Propertystate, including delinquent tax proceedings; providedcounty, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181municipality, or any political subdivision thereof in which the Premises is located, a tax or excise on rent or any other State tax however described is levied or federal lawassessed by any such political body against Landlord on account of rent payable to Landlord hereunder or any tax based on or measured by expenditures made by Tenant on behalf of Landlord, such tax or excise shall be considered "Real Property Taxes" for purposes of this Section 10.1, and shall be payable in full by Tenant. Such taxes or excises shall be payable within thirty (30) days after Tenant's receipt of the property taxation tax bill xxxrefor from Landlord. Despite the foregoing, under no circumstances shall Real Property Taxes include Landlord's federal, state or local income, franchise, inheritance or estate taxes. Notwithstanding anything to the contrary contained herein, to the extent that any of the Development following items are not of record, as of the date of this Lease. Real Property so long as this Agreement remains Taxes and assessments shall not include: (i) any assessment districts or landscape districts, or assessments associated with any other site improvements; (ii) Mellx-Xxxx xxxe infrastructure financing assessments of any type; (iii) costs or fees payable to public authorities in effect; (d) Prior connection with any future construction, renovation and/or improvements to the Termination Date, the Developer agrees that it will not take Project; (iv) reserves for future Real Property Taxes; and (v) any action which will result in the Development Property becoming exempt documentary transfer taxes arising from real estate property taxes or transfer or permit a voluntary transfer of the Development Property to Premises or any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value portion of the Project by Landlord. If a reduction in Real Property Taxes is obtained for property tax purposes below $ any year of the Term during which Tenant paid such Real Property Taxes, then Tenant, at Tenant's option, shall be entitled to such reduction by way of direct reimbursement. If, by applicable law, any taxes or assessments may be paid in installments at the option of the taxpayer, then Tenant may pay such taxes and assessments in installments.

Real Property Taxes. Paragraph 9 is modified by the following: A. The Developer shallterm “Real Property Taxes” shall not include charges, so long as levies or fees directly related to the use, storage, disposal or release of Hazardous Materials on the Premises unless directly related to Tenant’s Activities at this Agreement remains site or on other sites leased and/or owned by Tenant; however, Tenant shall be responsible for general or special tax and/or assessments (related to Hazardous Materials and/or toxic waste) imposed on the Property provided said special tax and/or assessment is not imposed due to on-site originated contamination on the Property (by third parties not related to Tenant) prior to the Lease Commencement Date. Subject to the terms and conditions stated herein, Tenant shall be responsible for paying one hundred percent (100%) of said taxes and/or assessments allocated to the Property. B. If any assessments for public improvements are levied against the Premises, Landlord may elect either to pay the assessment in effectfull or to allow the assessment to go to bond. If Landlord pays the assessment in full, Tenant shall pay all real property taxes with respect to all parts Landlord or any assignee or purchaser of the Development Premises each time payment of Real Property acquired Taxes is made a sum equal to that which would have been payable (as both principal and owned by it which are payable pursuant interest) had Landlord allowed the assessment to go to bond. C. Tenant at its cost shall have the right, at any statutory or contractual duty that shall accrue subsequent time, to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value valuation of the Project for property tax purposes below $ Premises or to contest any Real Property Taxes that are to be paid by Tenant. If Tenant seeks a reduction or contests such Real Property Taxes, the failure on Tenant’s part to pay such Real Property Taxes being so contested shall not constitute a default so long as Tenant complies with the provisions of this Paragraph. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord. In that case Landlord shall join in the proceedings or contest or permit it to be brought in Landlord’s name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall immediately pay or discharge its share of any Real Property Taxes determined by any decision or judgment rendered, together with all costs, charges, interest, and penalties incidental to the decision or judgment. If Tenant does not pay the Real Property Taxes when due pursuant to the Lease and Tenant seeks a reduction or contests them as provided in this paragraph, before the commencement of the proceeding or contest Tenant shall furnish to Landlord a surety bond in form reasonably satisfactory to Landlord issued by an insurance company qualified to do business in California. The amount of the bond shall equal 125% of the total amount of Real Property Taxes in dispute and any such bond shall be assignable to any lender or purchaser of the Premises. The bond shall hold Landlord and the Premises harmless from any damage arising out of the proceeding or contest and shall insure the payment of any judgment that may be rendered.

Real Property Taxes. Paragraph 9 is modified by the following: A. The Developer shallterm “Real Property Taxes” shall not include charges, so long as this Agreement remains levies or fees directly related to the use, storage, disposal or release of hazardous materials on the Premises unless directly related to Tenant’s activities, which subject is exclusively governed by Paragraph 45. B. If any assessments for public improvements are levied against the Premises, Landlord may elect either to pay the assessment in effectfull or to allow the assessment to go to bond. If Landlord pays the assessment in full, Tenant shall pay all real property taxes with respect to all parts Landlord or any assignee or purchaser of the Development Premises each time payment of Real Property acquired Taxes is made a sum equal to that which would have been payable (as both principal and owned by it which are payable pursuant interest) had Landlord allowed the assessment to go to bond. C. Tenant at its cost shall have the right, at any statutory or contractual duty that shall accrue subsequent time, to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value valuation of the Project for property tax purposes below $ Premises or to contest any Real Property Taxes that are to be paid by Tenant. If Tenant seeks a reduction or contests such Real Property Taxes, the failure on Tenant’s part to pay such Real Property Taxes being so contested shall not constitute a default so long as Tenant complies with the provisions of this Paragraph. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord. In that case Landlord shall join in the proceedings or contest or permit it to be brought in Landlord’s name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall immediately pay or discharge its share of any Real Property Taxes determined by any decision or judgment rendered, together with all costs, charges, interest, and penalties incidental to the decision or judgment. If Tenant does not pay the Real Property Taxes when due pursuant to the Lease and Tenant seeks a reduction or contests them as provided in this paragraph, before the commencement of the proceeding or contest Tenant shall furnish to Landlord a surety bond in form reasonably satisfactory to Landlord issued by an insurance company qualified to do business in California. The amount of the bond shall equal 125% of the total amount of Real Property Taxes in dispute and any such bond shall be assignable to any lender or purchaser of the Premises. The bond shall hold Landlord and the Premises harmless from any damage arising out of the proceeding or contest and shall insure the payment of any judgment that may be rendered.

Real Property Taxes. The Developer shall, so long as this Agreement remains in effect, pay all (i) All real property taxes with respect to all parts and assessments shall be prorated as of the Development Property acquired Closing Date on a per diem basis. Seller shall be responsible for all such taxes and owned by it which are payable pursuant to any statutory or contractual duty that shall accrue subsequent to the date installments of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings accruing with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating Property prior to the taxation of real property contained on the Development Property determined by any tax official to Closing Date and Buyer shall be applicable to the Project or the Developer or raise the unconstitutionality of any responsible for all such tax statute as a defense in any proceedings, including delinquent tax proceedings taxes and assessments (with respect to the Development Property; provided) which accrue from and after the Closing Date. Any tax refunds or rebates which apply to periods before the Closing Date shall remain the property of Seller. If the final amount of such taxes and/or assessments and/or liens is not known at the time of Closing (whether by reason of a change in the Property value or the applicable tax rates or otherwise), then to the extent not known the proration shall be based upon the final xxxx for the immediately preceding fiscal year for such charge, provided that, if the actual charges for such items for the current year are more or less than the charges for the preceding year, Seller and Buyer shall adjust the proration of such items and Seller or Buyer, as the case may be, shall pay to the other within ten (10) calendar days after demand any amount required as a result of such adjustment and this covenant shall not merge with the Deed but shall survive the Closing. Nothing in this provision shall waive or affect the obligations of the tenant under the Operating Lease, to make payments on account of real property taxes (ii) If, subsequent to the Closing Date, any proceeding shall result in a reduction of any assessment, tax or other charge for the applicable fiscal year in which the Closing occurs, the amount of the savings or refunds for such fiscal year, less the reasonable expenses (including reasonable fees and disbursements payable to attorneys or consultants) incurred in connection with such proceedings shall be apportioned between Seller and Buyer as of the Closing Date as if the reduction had been known as of that date. Neither Seller nor Buyer will withdraw, settle or compromise any reduction proceeding affecting the Property without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that the consent of Seller shall not be required for the fiscal years after that in which the Closing Date occurs, and the consent of Buyer shall not be required for fiscal years in which the Closing Date occurs and prior thereto. The party benefited by the reduction shall promptly pay the other party said party's share of such reduction (it being agreed, however, “tax statute” does not include that Seller shall be obligated to pay to Buyer Buyer’s share of any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreementreduction to which Buyer may be entitled hereunder, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, only if Seller actually receives payment of the property taxation reduction, and then only in proportion to the amount Seller actually receives). Seller shall be entitled to keep and retain all of the Development Property so long as this Agreement remains savings or refunds from any proceeding which results in effect; (d) Prior a reduction of any assessment, tax or other charge for any fiscal year prior to the Termination Dateapplicable fiscal year in which the Closing occurs, the Developer agrees that it will not take and shall have sole control over any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer such proceeding; Buyer shall be entitled to keep and retain all of the Development Property to savings or refunds from any entity whose ownership proceeding which results in a reduction of any assessment, tax or operation of other charge for any fiscal year after the property would result applicable fiscal year in which the Development Property being exempt from real estate property taxes under State law; (e) Prior to Closing occurs, and shall have sole control over any such proceeding. This provision shall survive the Termination Date, the Developer agrees it will not seek reduction in the assessed market value of the Project for property tax purposes below $ Closing.

Real Property Taxes. Paragraph 9 is modified by the following: A. The Developer shallterm “Real Property Taxes” shall not include charges, so long as this Agreement remains levies or fees directly related to the use, storage, disposal or release of hazardous materials on the Premises unless directly related to Tenant’s activities, which subject is exclusively governed by Paragraph 44. B. If any assessments for public improvements are levied against the Premises, Landlord may elect either to pay the assessment in effectfull or to allow the assessment to go to bond If Landlord pays the assessment in full, Tenant shall pay all real property taxes with respect to all parts Landlord or any assignee or purchaser of the Development Premises each time payment of Real Property acquired Taxes is made a sum equal to that which would have been payable (as both principal and owned by it which are payable pursuant interest) had Landlord allowed the assessment to go to bond. C. Tenant at its cost shall have the right, at any statutory or contractual duty that shall accrue subsequent time, to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax; (c) Other than the Tax Abatement Program provided for in his Agreement, it will not seek any further tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the property taxation of the Development Property so long as this Agreement remains in effect; (d) Prior to the Termination Date, the Developer agrees that it will not take any action which will result in the Development Property becoming exempt from real estate property taxes or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate property taxes under State law; (e) Prior to the Termination Date, the Developer agrees it will not seek reduction in the assessed market value valuation of the Project for property tax purposes below $ Premises or to contest any Real Property Taxes that are to be paid by Tenant. If Tenant seeks a reduction or contests such Real Property Taxes, the failure on Tenant’s part to pay such Real Property Taxes being so contested shall not constitute a default so long as Tenant complies with the provisions of this Paragraph. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord. In that case Landlord shall join in the proceedings or contest or permit it to be brought in Landlord’s name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall immediately pay or discharge its share of any Real Property Taxes determined by any decision or judgment rendered, together with all costs, charges, interest, and penalties incidental to the decision or judgment. If Tenant does not pay the Real Property Taxes when due pursuant to the Lease and Tenant seeks a reduction or contests them as provided in this paragraph, before the commencement of the proceeding or contest Tenant shall furnish to Landlord a surety bond in form reasonably satisfactory to Landlord issued by an insurance company qualified to do business in California. The amount of the bond shall equal 125% of the total amount of Real Property Taxes in dispute and any such bond shall be assignable to any lender or purchaser of the Premises. The bond shall hold Landlord and the Premises harmless from any damage arising out of the proceeding or contest and shall insure the payment of any judgment that may be rendered.