Common use of Sales Tax Deferral Clause in Contracts

Sales Tax Deferral. All or portions of construction of the Building Shell and Core and the Tenant Improvements may be eligible for deferral of state and local sales and use taxes pursuant to RCW Chapter 82.63 (and any regulations promulgated in connection therewith) because Tenant will use the Premises for high technology research and development. Tenant shall cooperate with Landlord in the preparation and processing of applications with the Washington State Department of Revenue for a deferral of state and local sales and use taxes with respect to the construction of the Building Shell and Core (the “Tax Deferral”), which Landlord shall timely file in accordance with all statutory, regulatory and departmental requirements. Tenant shall cooperate with Landlord in the preparation and execution of any certificates or other documents required by the Department of Revenue to maintain the Tax Deferral, and Landlord shall be responsible for the timely and proper filling of such certificates and documents. Landlord and Tenant shall cooperate to prepare and each shall execute any certificates or other documents required by the Department of Revenue to obtain or maintain a tax deferral for the Tenant Improvements, which Tenant shall be responsible for filing. Landlord and Tenant hereby agree that the Base Rent assumes Landlord will receive a Tax Deferral on 42.3% of the costs of the Building shell and core. Landlord and Tenant further agree that the economic benefit of the assumed Tax Deferral cost savings has been passed on to Tenant in the Base Rent set forth in this Lease. Tenant acknowledges that all or a portion of the Tax Deferral may be required to be paid if the use of the Premises fails or ceases to qualify for the Tax Deferral. In the event all or any portion of the Tax Deferral is required to be paid because of a determination that Tenant’s use (or changed use) does not qualify, or due to any act or failure to act by Tenant (but not due to Landlord’s failure to timely file and process conforming applications and other documents with the Department of Revenue), then Tenant shall reimburse Landlord for the total amount of the Tax Deferral that Landlord is required to pay, promptly when due by Landlord, together with any penalties, interest or other charges that are or become due in connection with such taxes and arise out of Tenant’s nonqualifying use or any act or failure to act by Tenant. Such reimbursement amount or amounts shall become due as Additional Rent and Tenant shall pay such amounts promptly when due.

Sales Tax Deferral. All or portions Portions of construction of the Building Shell and Core and the Tenant Improvements may be eligible for deferral of state and local sales and use taxes pursuant to RCW Chapter 82.63 (and any regulations promulgated in connection therewith) WAC 000-00-00000 because Tenant will use the Premises for high technology research and development. Promptly following execution of this Lease, and at the expense of the Tenant, Landlord and Tenant shall prepare and shall cooperate with Landlord in the preparation and processing of applications an application with the Washington State Department of Revenue for a deferral of state and local sales and use taxes with respect to the construction of the Building Shell and Core (the “Tax Deferral”), which Landlord shall timely file in accordance with all statutory, regulatory and departmental requirements. Tenant shall cooperate with Landlord in the preparation and execution of any certificates or other documents required by the Department of Revenue to maintain the Tax Deferral, and Landlord shall be responsible for the timely and proper filling of such certificates and documentsImprovements. Landlord and Tenant shall cooperate to prepare prepare, at Tenant's expense, and each shall execute any certificates or other documents required by the Department of Revenue to obtain or maintain a the tax deferral. In that the sales tax deferral for will flow directly through to Tenant in Tenant's ability to purchase more with the $125 per square foot Allowance (and with any money in excess of that amount that Tenant Improvementscontributes), which Tenant shall be responsible for filing. Landlord and Tenant hereby agree that the Base Rent assumes Landlord will receive a Tax Deferral on 42.3% of the costs of the Building shell and core. Landlord and Tenant further agree that obtain the economic benefit of the assumed Tax Deferral cost savings has been passed on to Tenant in the Base Rent set forth in this Leasesales tax deferral. Tenant acknowledges that all or a portion of the Tax Deferral deferred taxes may be required to be paid if the use of the Premises fails or ceases to qualify for the Tax Deferraltax deferral. In the event all or the state and local sales and use taxes are deferred, and if for any portion reason, any part of the Tax Deferral taxes so deferred is subsequently required to be paid because of a determination that Tenant’s use (or changed use) does not qualify, or due to any act or failure to act by Tenant (but not due to Landlord’s failure to timely file and process conforming applications and other documents with the Department of Revenue)paid, then Tenant shall promptly pay (if assessed against Tenant) and/or reimburse Landlord (if assessed against Landlord) for the total amount of the Tax Deferral taxes that Landlord is required to pay, promptly when due by Landlordbe paid, together with any penalties, interest or other charges that are or become due in connection with such taxes taxes. Tenant shall indemnify, defend and arise hold harmless Landlord from any and all costs, expenses and claims arising out of Tenant’s nonqualifying or related to any deferral of state and local sales and use or any act or failure to act by Tenant. Such reimbursement amount or amounts shall become due as Additional Rent and taxes for the Tenant shall pay such amounts promptly when dueImprovements.

Sales Tax Deferral. All or (a) Retail sales tax, use tax and local sales and use tax (collectively, “Sales and Use Tax”) otherwise applicable to portions of construction of the Building Shell and Core and the Tenant Improvements and all other improvements requested or performed by Tenant may be eligible for deferral of state and local sales and use taxes pursuant to RCW Chapter 82.63 (and any regulations promulgated in connection therewith) because Tenant will use the Premises for high technology research and development. Tenant shall cooperate with Landlord in the preparation and processing of applications with the Washington State Department of Revenue for a deferral of state and local sales and use taxes with respect to the construction of the Building Shell and Core (the “Tax Deferral”) based on Tenant’s intended uses of the Premises (such eligible construction being referred to hereinafter as the “Qualifying Investment”). Landlord shall apply for (provided that Tenant completes and delivers to Landlord the completed application) and seek the Tax Deferral and cooperate with Tenant for the same (provided that Tenant shall promptly reimburse Landlord for the portion of any reasonable out-of-pocket costs incurred by Landlord after the Execution Date as a result thereof for benefits that relate to the Premises, as opposed to other portions of the Project), which Landlord and shall timely file in accordance with all statutorystate, regulatory and departmental requirements. Tenant shall cooperate with Landlord in the preparation and execution of any certificates or other documents required by the Department of Revenue to maintain the Tax Deferral, and Landlord shall be responsible for the timely and proper filling as part of such certificates and documentsapplication, that the economic benefit of such Tax Deferral has been passed to Tenant pursuant to this Lease. Landlord and Tenant shall cooperate to prepare and each shall execute any certificates or other documents required by the Department of Revenue to obtain or maintain a tax deferral for the Tenant Improvements, which Tenant shall be responsible for filing. Landlord and Tenant hereby agree that the Base Rent assumes Landlord will receive a Tax Deferral on 42.3% of the costs of the Building shell and core. Landlord and Tenant further agree that the economic benefit of the assumed any actual Tax Deferral cost savings has been will be passed on to Tenant in through Landlord’s construction of the Base Rent set forth in this Lease. Tenant acknowledges that all or Improvements (which include increased scope as a portion result of the Tax Deferral). Landlord and Tenant expect to receive a Tax Deferral may be required equal to be paid if Seven Hundred Fifty Thousand Dollars ($750,000) with respect to the use Tenant Improvements. If, prior to the Term Commencement Date, the State of the Premises fails Washington Department of Revenue or ceases to qualify for the Tax Deferral. In the event all or any portion of other government tax authority(ies) (“DOR”) determines that the Tax Deferral is required to be paid because of a determination that Tenant’s use less than Seven Hundred Fifty Thousand Dollars (or changed use$750,000) does not qualify, or due to any act or failure to act by Tenant (but not due to Landlord’s failure to timely file and process conforming applications and other documents with such determined amount being the Department of Revenue“Actual Deferral”), then Tenant shall reimburse Landlord for the total amount difference between Seven Hundred Fifty Thousand Dollars ($750,000) and the Actual Deferral (the “Deferral Reimbursement”), with the Deferral Reimbursement accruing interest at an annual interest rate of eight percent (8%) over the period from the date of determination of the Tax Deferral Reimbursement through the date that Tenant takes occupancy of the Premises and then being paid to Landlord is required to payas Additional Rent, promptly when due by Landlord, together with any penalties, interest or other charges that are or become due in connection with such taxes Deferral Reimbursement (and arise out any accrued interest as set forth above) amortized at an annual interest rate of Tenanteight percent (8%) over the initial Term commencing as of the date that the first (1st) monthly payment of Base Rent is owing following the date of determination of the Deferral Reimbursement; provided that Tenant may prepay the Deferral Reimbursement at any time without penalty. Tenant or its representative shall be entitled to review Landlord’s nonqualifying use or any act or failure books and records related to act by Tenant. Such reimbursement amount or amounts shall become due as Additional Rent and the cost of the Tenant shall pay such amounts promptly when dueImprovements in order to verify the applicable Tax Deferral.

Sales Tax Deferral. All or Retail sales tax otherwise applicable to portions of construction of the Building Shell and Core Landlord’s Work and the Tenant Improvements may be are eligible for deferral of state and local sales and use taxes pursuant to RCW Chapter 82.63 (and any regulations promulgated in connection therewiththe "Sales Tax Deferral") because Tenant will use the Premises for high technology research and development. Tenant shall cooperate with Landlord in the preparation and processing of applications with the Washington State Department of Revenue for a deferral of state and local sales and use taxes with respect to the construction based on Tenant's intended uses of the Building Shell and Core (the “Tax Deferral”), which Landlord shall timely file in accordance with all statutory, regulatory and departmental requirements. Tenant shall cooperate with Landlord in the preparation and execution of any certificates or other documents required by the Department of Revenue to maintain the Tax Deferral, and Landlord shall be responsible for the timely and proper filling of such certificates and documentsPremises. Landlord and Tenant shall have previously applied for a Sales Tax Deferral in the form attached as Exhibit H. Landlord agrees that if Tenant elects to modify the Sales Tax Deferral, Landlord will cooperate to prepare and each shall execute any certificates or other documents required by with the Department of Revenue to obtain or maintain a tax deferral Tenant’s application for the Tenant Improvementssame, which Tenant shall be responsible for filingat Tenant’s sole cost and expense. Landlord and agrees that Tenant hereby agree that the Base Rent assumes Landlord will receive a Tax Deferral on 42.3% of the costs of the Building shell and core. Landlord and Tenant further agree that is entitled to the economic benefit of the assumed Sales Tax Deferral, both for construction of the Base Building Work and the Tenant Improvements. Accordingly, the amount of any Sales Tax Deferral cost savings has been passed on applicable to Tenant in the Base Building Work will be applied in equal installments over the first eight (8) years of the Lease Term as a credit against payments of Rent set forth in this due under the Lease. Tenant acknowledges that all or a portion shall comply with requirements of the Tax Deferral may be required to be paid if the use of the Premises fails or ceases to qualify for the Sales Tax Deferral. In , and shall defend, indemnify and hold Landlord harmless from any liability under the event all or Sales Tax Deferral, including any portion of deferred taxes owed, along with any penalties and interest to the Tax Deferral is required extent such liability arises from time periods for which Tenant has received rent credits, plus any interest on deferred amounts that have not been credited to be paid because of a determination that Tenant’s use (or changed use) does not qualify, or due to any act or failure to act by Tenant (but not due to Landlord’s failure to timely file and process conforming applications and other documents with the Department of Revenue), then Tenant shall reimburse Landlord for the total amount of the Tax Deferral that which Landlord is required to pay. Tenant will provide Landlord with copies of all applications, promptly when due by Landlordreports and correspondence Tenant submits to or receives from the Washington Department of Revenue regarding the Sales Tax Deferral. The current Sales Tax Deferral is a 50% deferral of eligible costs of the Base Building Work. Landlord and Tenant estimate that the total eligible costs subject to deferral for the Base Building Work will be approximately $65,000,000, together resulting in an estimated Sales Tax Deferral for the Base Building Work of approximately $3,120,000. After completion of the Base Building Work, Landlord will provide Tenant with any penalties, interest or other charges a summary accounting of the actual Base Building Work costs that are or become subject to the sales tax and eligible for the deferral, and that number shall be credited against Rent due under the Lease in connection with such taxes and arise out equal annual installments for the first eight (8) years of Tenant’s nonqualifying use or any act or failure the Term. With respect to act by Tenant. Such reimbursement amount or amounts shall become due as Additional Rent Tenant Improvement Sales Tax Deferral, Landlord and Tenant agree that Tenant shall pay receive the benefit of the Sales Tax Deferral by direct savings to the extent that the Tenant Improvement costs exceed the Allowance. To the extent that the Tenant Improvement costs are equal to or lesser than the Allowance, the Sales Tax Deferral benefit that Landlord has received by virtue of a savings on the Allowance shall be credited against Rent in the same manner as the credit of the Base Building Work Sales Tax Deferral Benefit. Landlord and Tenant do not anticipate that any such amounts promptly when duesavings will be recognized, as it is anticipated that Tenant will utilize all of the Allowance. Exhibit E EXHIBIT G SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) executed on the date(s) indicated on each acknowledgment, but effective as of _________________, 20__, among BANK OF THE OZARKS ("Lender"), TABLEAU SOFTWARE, INC., a Delaware corporation ("Tenant"), and NORTHEDGE DEVELOPERS LLC, a Delaware limited liability company ("Landlord").