Common use of Tax Expenses Clause in Contracts

Tax Expenses. “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, levied, assessed or imposed against the Building and/or Property (including, without limitation, real estate taxes, general and special assessments (including, without limitation, assessments for special improvement districts and building improvements districts or any tax on the development of real estate or the construction or improvement of buildings or premises thereunder), transit taxes, leasehold taxes or taxes based upon the receipt of rent or the functional equivalent of same), including gross receipts, service tax, value added tax or sales taxes applicable to the receipt of rent or services provided herein, and unless required to be paid by Tenant, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Building and/or Property, or any portion thereof), which shall be paid or accrued by Landlord in connection with the ownership, leasing and operation of the Property, or any portion thereof; any tax on the rent, right to rent or other income from the Property, or any portion thereof, or as against the business of leasing the Property, or any portion thereof; any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; any assessment, tax, fee, levy or charge, upon this transaction; the amount of any payments or other consideration (in cash or otherwise) that Landlord is required to make to any taxing authority in connection with any tax abatement agreements benefiting the Property; and any reasonable costs and expenses (including, without limitation, reasonable consultants’ and attorneys’ fees) incurred in connection with seeking to protest, reduce or minimize Tax Expenses (including costs incurred by Landlord for compliance, review and appeal of tax liabilities), regardless of whether any reduction or minimization is obtained. Notwithstanding anything to the contrary contained in this Section 4.3, there shall be excluded from Tax Expenses (a) all excess profits taxes, gross receipts taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, transfer taxes, estate taxes and federal and state income taxes, both personal and corporate in nature, (b) any items included as Operating Expenses, and (c) any items paid by Tenant under Section 4.6 of this Lease. If an assessment is payable in installments, Tax Expenses for the year shall include the amount of the installment and any interest due and payable during that year. For all other real estate taxes, Tax Expenses for that year shall, at Xxxxxxxx’s election, include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Xxxxxxxx’s election shall be applied consistently throughout the Term.

Tax Expenses. “Tenant shall pay to Landlord as Additional Rent under this Lease, at the times hereinafter set forth, Tenaxx'x Xhare, as specified in the Lease Summary, of the amount by which Tax Expenses (as defined below) incurred by Landlord exceed Tax Expenses incurred by Landlord during the Base Year ("Base Tax Expenses” "). (i) The term "Tax Expenses" shall mean all federal, state, county, or local governmental or municipal taxes, feesassessments (whether general or special), charges excises, transit charges, housing fund assessments or other impositions of every kind and naturehousing charges, whether generalimprovement districts, speciallevies or fees, ordinary or extraordinary, unforeseen as well as foreseen, of any kind, which are assessed, levied, assessed charged, confirmed or imposed against on the Building and/or Property (including, without limitation, real estate taxes, general and special assessments (including, without limitation, assessments for special improvement districts and building improvements districts or any tax on the development of real estate or the construction or improvement of buildings or premises thereunder)Property, transit taxes, leasehold taxes or taxes based upon the receipt of rent or the functional equivalent of same), including gross receipts, service tax, value added tax or sales taxes applicable to the receipt of rent or services provided herein, and unless required to be paid by Tenant, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as on Landlord with respect to the Property, personal property taxes imposed upon on the fixturesact of entering into leases of space in the Property, machineryon the use or occupancy of the Property or any part thereof, equipmentwith respect to services or utilities consumed in the use, apparatusoccupancy or operation of the Property, systems on any improvements, fixtures and equipment, appurtenances, furniture equipment and other personal property of Landlord located in the Property and used in connection with the Building and/or Property, or any portion thereof), which shall be paid or accrued by Landlord in connection with the ownership, leasing and operation of the Property, or any portion thereof; any tax on the rent, right to rent or other income from the Property, or any portion thereof, or as against the business of leasing the Property, or any portion thereof; any assessment, tax, fee, levy, or charge allocable to or measured by the area rent payable under this Lease or in connection with the business of renting space in the Premises or the Rent payable hereunderProperty, including, without limitation, any business or gross income tax or excise tax levied with respect to the receipt of such rent, by any state, county, city or upon political subdivision, public corporation, district or with respect to the possessionother political or public entity or public authority, leasingand shall also include any other tax, operatingfee or other excise, managementhowever described, maintenancewhich may be levied or assessed in lieu of, alteration, repair, use as a substitute (in whole or occupancy by Tenant of the Premisesin part) for, or as an addition to, any portion thereof; any assessmentother Tax Expense. Tax Expenses shall include reasonable attorneys' fees, tax, fee, levy or charge, upon this transaction; the amount of any payments or other consideration (in cash or otherwise) that Landlord is required to make to any taxing authority in connection with any tax abatement agreements benefiting the Property; and any reasonable costs and expenses (including, without limitation, reasonable consultants’ and attorneys’ fees) disbursements incurred in connection with seeking proceedings to protestcontest, determine or reduce or minimize Tax Expenses. If it shall not be lawful for Tenant to reimburse Landlord for any increase in Tax Expenses (including costs incurred as defined herein, the Rent payable to Landlord prior to the imposition of such increases in Tax Expenses shall be increased to net Landlord the same net Rent after imposition of such increases in Tax Expenses as would have been received by Landlord for compliance, review and appeal of tax liabilities), regardless of whether any reduction or minimization is obtained. Notwithstanding anything prior to the contrary contained imposition of such increases in this Section 4.3, there shall be excluded from Tax Expenses (a) all excess profits taxes, gross receipts taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, transfer taxes, estate taxes and federal and state income taxes, both personal and corporate in nature, (b) any items included as Operating Expenses, and (c) any items paid by Tenant under Section 4.6 of this Lease. If an assessment is payable in installments, Tax Expenses for the year shall include the amount of the installment and any interest due and payable during that year. For all other real estate taxes, Tax Expenses for that year shall, at Xxxxxxxx’s election, include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Xxxxxxxx’s election shall be applied consistently throughout the Term.

Tax Expenses. “In addition to the Rent set forth in Section 3, Lessee shall pay its share, which is defined in the Basic Lease Information, of all real property taxes applicable to the land and improvements included within the Park. The term "Tax Expenses” shall mean all Expense" means and includes any form of tax, assessment, general assessment, special assessment, lien, levy, bond obligation, license fee, license tax, tax or excise on rent, or any other levy, charge or expense, together with any statutory interest thereon, (individually and collectively, the "Impositions"), now or hereafter imposed or required by any authority having the direct or indirect power to tax, including any federal, state, countycounty or city government or any school, or local governmental or municipal taxesagricultural, feeslighting, charges drainage or other impositions improvement or special assessment district thereof, (individually and collectively, the "Governmental Agencies") on any interest of every kind and natureLessor or Lessee or both (including any legal or equitable interest of Lessor or its mortgagee, whether general, special, ordinary if any) in the Premises or extraordinary, levied, assessed or imposed against the Building and/or Property (includingor the Park, including without limitation: (a) any Impositions upon, real estate taxes, general and special assessments (including, without limitation, assessments for special improvement districts and building improvements districts or any tax on the development of real estate or the construction or improvement of buildings or premises thereunder), transit taxes, leasehold taxes or taxes based upon the receipt of rent or the functional equivalent of same), including gross receipts, service tax, value added tax or sales taxes applicable to the receipt of rent or services provided herein, and unless required to be paid by Tenant, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Building and/or Property, or any portion thereof), which shall be paid or accrued by Landlord in connection with the ownership, leasing and operation of the Property, or any portion thereof; any tax on the rent, right to rent or other income from the Property, or any portion thereof, or as against the business of leasing the Property, or any portion thereof; any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent Building or the Park, or the rental payable hereunder, including, including without limitation, any business or gross income tax or excise tax levied by any Governmental Agencies with respect to the receipt of such rent, or rental (except any business and occupation taxes imposed on Lessor's gross income); (b) any Impositions upon or with respect to the possession, leasing, operatingoperation, management, maintenance, alteration, repair, repair or use or occupancy by Tenant Lessee of the Premises, Premises or any portion thereof; any assessment, tax, fee, levy or charge, upon this transaction; the amount of any payments or other consideration (in cash or otherwise) that Landlord is required to make to any taxing authority in connection with any tax abatement agreements benefiting the Property; and any reasonable costs and expenses (including, without limitation, reasonable consultants’ and attorneys’ fees) incurred in connection with seeking to protest, reduce or minimize Tax Expenses (including costs incurred by Landlord for compliance, review and appeal of tax liabilities), regardless of whether any reduction or minimization is obtained. Notwithstanding anything to the contrary contained in this Section 4.3, there shall be excluded from Tax Expenses (a) all excess profits taxes, gross receipts taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, transfer taxes, estate taxes and federal and state income taxes, both personal and corporate in nature, (b) any items included as Operating Expenses, and ; (c) any items paid Impositions upon or with respect to the building equipment and personal property used in connection with the operation and maintenance of the Building or the Park or upon or with respect to the furniture, fixtures and decorations in the common areas of the Building or the Park; (d) any Impositions upon this Lease or this transaction or any document to which Lessee is a party creating or transferring an interest or an estate in the Premises; (e) any Impositions by Tenant under Section 4.6 Governmental Agencies (whether or not such impositions constitute tax receipts) in substitution, partially or totally, of this Lease. If an assessment is payable any impositions now or previously included within the definition of real property taxes, including those calculated to increase tax increments to Governmental Agencies and to pay for such services as fire protection, water drainage, street, sidewalk and road maintenance, refuse removal or other governmental services formerly provided without charge to property owners or occupants; or (f) any and all reasonable costs, including without limitation, the fees of attorneys, tax consultants and experts, reasonably incurred by Lessor in installments, Tax Expenses for the year shall include negotiating or contesting the amount of such real property taxes in formal or informal proceedings before the installment and any interest due and payable during Governmental Agency imposing such real property taxes; provided, however, that year. For all other real estate Impositions shall in no event include (i) Lessor's general income, inheritance, estate, gift, franchise or transfer taxes, Tax Expenses for that year shall, at Xxxxxxxx’s election, include either the amount accrued, (ii) Impositions separately assessed or otherwise imposed and directly attributable to particular improvements for the year benefit of, or owned by, other lessees of the amount due and payable for that yearPark or (iii) penalties, interest or late charges on account of Lessor's failure to pay any of the Impositions, except to the extent caused by Lessee's failure to pay its share of Impositions as provided that Xxxxxxxx’s election shall be applied consistently throughout the Term.in this Section 7.B.

Tax Expenses. “Tax Expenses” shall mean all federalAll taxes, state, county, or local governmental or municipal taxesassessments, fees, charges charges, or other governmental impositions of every kind and naturenature attributable to the ownership, leasing and operation the Project, whether generalor not directly paid by Landlord, specialwhether federal, ordinary state, county or extraordinarymunicipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, leviedand any other taxes and assessments attributable to the Project or its operation (and the costs of contesting any of the same), assessed or imposed against the Building and/or Property (includingincluding community improvement district taxes, without limitationbusiness license taxes and fees, real estate taxes, real estate excise taxes, general and special assessments (including, without limitation, assessments for special improvement districts and building improvements districts or any tax on the development of real estate or the construction or improvement of buildings or premises thereunder)assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent or the functional equivalent of same)rent, including gross receipts, service tax, value added tax receipts or sales taxes applicable to the receipt of rent or services provided hereinrent, and unless required to be paid by Tenant, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Building and/or PropertyProject, or any portion thereof), which shall be paid excluding, however, Impositions, federal and state taxes on income, death taxes, franchise taxes, penalties (but only if Landlord is negligent in paying such taxes in a timely manner), interest, transfer taxes, and any taxes (other than business license taxes and fees and taxes on Landlord’s rental income from the Project but not its other income) imposed or accrued measured on or by the income of Landlord in connection with from the ownership, leasing and operation of the PropertyProject. Tax Expenses shall include (except to the extent the same are an Imposition), or any portion thereof; any without limitation: (i) Any tax on the rent, right to rent or other income from the PropertyProject, or any portion thereof, or as against the business of leasing the PropertyProject, or any portion thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project's contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; any and (iv) Any assessment, tax, fee, levy or charge, upon this transaction; transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the amount Premises or the improvements thereon. Subject to the remainder of any payments or this definition of Tax Expenses, below, tax refunds (other consideration (in cash or otherwise) that Landlord is required to make to any taxing authority than in connection with a Proposition 8 challenge allocable to the Base Tax Year) shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any tax abatement agreements benefiting such Expense Year exceed the Property; and total amount paid by Tenant as additional Rent under Section 4 below for such Expense Year. If Tax Expenses for any reasonable costs and expenses (period during the Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, reasonable consultants’ and attorneys’ feeserror or reassessment by applicable governmental or municipal authorities, subject to the terms of this definition of Tax Expense, Tenant shall pay Landlord within thirty (30) incurred in connection with seeking to protest, reduce or minimize days following demand accompanied by reasonably detailed back-up documentation Tenant's Percentage Share of any such increased Tax Expenses (including costs incurred included by Landlord as Building Tax Expenses pursuant to the terms of this Lease. If the property tax assessment for compliancethe Project (or any portion thereof) (or Tax Expenses) for the Base Year or any Expense Year does not reflect an assessment (or Tax Expenses) for a one hundred percent (100%) leased, review completed and appeal of tax liabilitiesoccupied project (such that existing or future leasing, tenant improvements and/or occupancy may result in an increased assessment and/or increased Tax Expenses), regardless of whether any reduction or minimization is obtainedTax Expenses shall be adjusted, on a basis consistent with sound real estate accounting principles, to reflect an assessment for (and Tax Expenses for) a one hundred percent (100%) leased, completed and occupied project. Notwithstanding anything to the contrary contained set forth in this Section 4.3Lease, there shall be excluded from Tax Expenses (a) all excess profits taxes, gross receipts taxes, franchise taxes, gift taxes, capital stock taxes, inheritance if and succession taxes, transfer taxes, estate taxes and federal and state income taxes, both personal and corporate only if Landlord obtains a reduction in nature, (b) any items included as Operating Expenses, and (c) any items paid by Tenant under Section 4.6 of this Lease. If an assessment is payable in installments, Tax Expenses for the year shall include Base Year pursuant to a so-called "Proposition 8" challenge, the amount of the installment and any interest due and payable during that year. For all other real estate taxes, Tax Expenses for that year the Base Year and any Expense Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, in such event the Tax Expenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlord, but shall, at Xxxxxxxx’s electionnonetheless, include either be the amount accrued, assessed or otherwise imposed for the year or the amount Tax Expenses due and payable for that year, under this Lease; provided that Xxxxxxxx’s election in such event (i) any costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be included in Impositions for purposes of this Lease, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax Expenses, but rather shall be applied consistently throughout the Termsole property of Landlord. Landlord and Tenant acknowledge that this definition of Tax Expenses is not intended to in any way affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual increase in Tax Expenses (as such statutory increase may be modified by subsequent legislation), or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13, which shall be governed pursuant to the terms of this definition of Tax Expenses. Notwithstanding anything to the contrary set forth in this Lease, only Landlord may institute proceedings to reduce Tax Expenses and the filing of any such proceeding by Tenant without Landlord's consent shall constitute an Event of Default by Tenant after the expiration of applicable notice and cure periods. Notwithstanding the foregoing, Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Tax Expenses.

Tax Expenses. During the Term Tenant shall pay to Landlord Tenant’s Share of all “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, levied, assessed or imposed against the Building and/or Property (including, without limitation, real estate taxes, general and special assessments (including, without limitation, assessments for special improvement districts and building improvements districts or any tax on the development of real estate or the construction or improvement of buildings or premises thereunder), transit taxes, leasehold taxes or taxes based upon the receipt of rent or the functional equivalent of same), including gross receipts, service tax, value added tax or sales taxes defined below) applicable to the receipt of rent or services provided hereinPremises and the underlying real property upon which the Buildings are located, and unless required the Common Area, the Parking Structure and the Amenities Building and the underlying real property upon which the same are located. Prior to be paid by Tenantdelinquency, Tenant shall pay any and all taxes and assessments levied upon Tenant’s Property (defined below in substitution Section 10) located or supplementation installed in whole or in part about the Premises by, or on behalf of Tenant. To the extent any such taxes or assessments are not separately assessed or billed to Tenant, then Tenant shall pay the amount thereof as invoiced by Landlord. Tenant shall also reimburse and assessments pay Landlord, as Additional Rent, within thirty (30) days after demand therefor, one hundred percent (100%) of (i) any increase in real property taxes attributable to any and the Property’s share all Alterations, Tenant Improvements, fixtures, equipment or other improvements of any real estate kind whatsoever placed in, on or about the Premises for the benefit of, at the request of, or by Tenant, and (ii) taxes and assessments under any reciprocal easement agreement, common area agreement levied or similar agreement as to the Property, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Building and/or Property, or any portion thereof), which shall be paid or accrued by Landlord in connection with the ownership, leasing and operation of the Property, or any portion thereof; any tax on the rent, right to rent or other income from the Property, or any portion thereof, or as against the business of leasing the Property, or any portion thereof; any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or assessed upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repairoperation, use or occupancy by Tenant of the PremisesPremises or any other portion of the Project. The term “Tax Expenses” shall mean and include, without limitation, any form of tax and assessment (general, special, supplemental, ordinary or extraordinary), commercial rental tax, payments under any improvement bond or bonds, license fees, license tax, business license fee, rental tax, transaction tax or levy imposed by any authority having the direct or indirect power of tax (including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement district thereof) as against any legal or equitable interest of Landlord in the Premises or any other portion thereof; of the Project or any assessment, other tax, fee, levy or chargeexcise, upon this transaction; the amount however described, including, but not limited to, any value added tax, or any tax imposed in substitution (partially or totally) of any payments tax previously included within the definition of real property taxes, or any additional tax the nature of which was previously included within the definition of real property taxes. The term “Tax Expenses” shall not include (i) any franchise, transfer, estate, inheritance, net income, gift or excess profits tax imposed upon Landlord, or a penalty fee imposed as a result of Landlord’s failure to pay Tax Expenses when due; or (ii) penalties and interest, other consideration than those attributable to Tenant’s failure to timely comply with its obligations pursuant to this Lease; or (in cash iii) any supplemental real estate taxes related to any period of time before the Commencement Date or otherwise) that after the Expiration Date. With respect to any assessments or taxes for which Landlord is required has the right, within Landlord’s sole control, to elect to make a lump sum payment or cause such assessment or tax to any taxing authority be amortized and paid over a period of time, Landlord shall only include in connection with any tax abatement agreements benefiting the Property; and any reasonable costs and expenses (including, without limitation, reasonable consultants’ and attorneys’ fees) incurred in connection with seeking to protest, reduce or minimize definition of Tax Expenses the amortized portion (calculated at the longest period of time permitted by such taxing authority) of such taxes and assessments (including costs incurred by Landlord any applicable interest charges) for compliance, review and appeal purposes of tax liabilities), regardless of whether any reduction or minimization is obtainedthis Lease. Notwithstanding anything to the contrary contained in this Section 4.3Lease, there Tenant shall be excluded from permitted, at Tenant’s cost, to prosecute any appeal or challenge of the amount of Tax Expense with the applicable taxing authority with respect to the Premises (but not the Amenities Building and the Parking Structure or the underlying real property beneath the Parking Structure and the Amenities Building or the Common Area Parcel). In the event Tenant prosecutes any such action, Tenant shall pay the contested Tax Expenses (a) prior to initiating such appeal and otherwise comply with all excess profits taxes, gross receipts taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, transfer taxes, estate taxes and federal and state income taxes, both personal and corporate in nature, (b) any items included as Operating Expenseslegal requirements of the applicable taxing authority, and (c) shall indemnify Landlord from and against any items paid by Tenant under Section 4.6 of this Lease. If an assessment is payable and all attorneys’ fees, appraisal fees and other fees, charges, costs and/or expenses incurred in installments, Tax Expenses for the year shall include connection with any proceedings related to the amount of the installment and Tax Expense and/or the assessed value of the Premises. Landlord may participate in any interest due and payable during such action prosecuted by Tenant. The authority granted to Tenant pursuant to this Section shall be non-exclusive, such that year. For all other real estate taxesLandlord may, in Landlord’s discretion, contest Tax Expenses for that year shall, at Xxxxxxxx’s election, include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Xxxxxxxx’s election shall be applied consistently throughout the Term.as related to the

Tax Expenses. “In addition to the Base Rent set forth in Section 3, Tenant shall pay its share, which is defined on Page 1, of all real property taxes applicable to the land and improvements included within the Lot on which the Premises are situated and one hundred percent (100%) of all personal property taxes now or hereafter assessed or levied against the Premises or Tenant's personal property. The amount of Tenant's share of Tax Expenses shall be reviewed from time to time by Landlord and shall be subject to modification by Landlord as reasonably determined by Landlord. Tenant shall also pay one hundred percent (100%) of any increase in real property taxes attributable, in Landlord's reasonable discretion, to any and all alterations, Tenant Improvements or other improvements of any kind, which are above standard improvements customarily installed for similar buildings located within the Building or the Park (as applicable), whatsoever placed in, on or about the Premises for the benefit of, at the request of, or by Tenant. The term "Tax Expenses” " shall mean all federaland include, statewithout limitation, county, or local governmental or municipal taxes, fees, charges or other impositions any form of every kind tax and nature, whether assessment (general, special, supplemental, ordinary or extraordinary, levied, assessed or imposed against the Building and/or Property (including, without limitation, real estate taxes, general and special assessments (including, without limitation, assessments for special improvement districts and building improvements districts or any tax on the development of real estate or the construction or improvement of buildings or premises thereunder), transit taxes, leasehold taxes or taxes based upon the receipt of rent or the functional equivalent of same), including gross receipts, service commercial rental tax, value added tax or sales taxes applicable to the receipt of rent or services provided herein, and unless required to be paid by Tenant, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments payments under any reciprocal easement agreementimprovement bond or bonds, common area agreement license, rental tax, transaction tax, levy, or similar agreement as to penalty imposed by authority having the Propertydirect or indirect power of tax (including any city, personal property taxes imposed upon the fixturescounty, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Building and/or Propertystate or federal government, or any portion school, agricultural, lighting, drainage or other improvement district thereof), which shall be paid ) as against any legal or accrued by equitable interest of Landlord in connection with the ownershipPremises, leasing and operation of the PropertyBuilding, the Lot or any portion thereof; any tax on the rentPark, as against Landlord's right to rent or other income from the Property, or any portion thereoftherefrom, or as against the Landlord's business of leasing the Property, Premises or the occupancy of Tenant or any portion thereof; any assessment, other tax, fee, levyor excise, or charge allocable to or measured by the area of the Premises or the Rent payable hereunderhowever described, including, without limitationbut not limited to, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premisesvalue added tax, or any portion thereof; any assessment, tax, fee, levy tax imposed in substitution (partially or charge, upon this transaction; the amount totally) of any payments or other consideration (in cash or otherwise) that Landlord is required to make to any taxing authority in connection with any tax abatement agreements benefiting previously included within the Property; and any reasonable costs and expenses (including, without limitation, reasonable consultants’ and attorneys’ fees) incurred in connection with seeking to protest, reduce or minimize Tax Expenses (including costs incurred by Landlord for compliance, review and appeal of tax liabilities), regardless of whether any reduction or minimization is obtained. Notwithstanding anything to the contrary contained in this Section 4.3, there shall be excluded from Tax Expenses (a) all excess profits taxes, gross receipts taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, transfer taxes, estate taxes and federal and state income taxes, both personal and corporate in nature, (b) any items included as Operating Expenses, and (c) any items paid by Tenant under Section 4.6 of this Lease. If an assessment is payable in installments, Tax Expenses for the year shall include the amount of the installment and any interest due and payable during that year. For all other real estate taxes, Tax Expenses for that year shall, at Xxxxxxxx’s election, include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Xxxxxxxx’s election shall be applied consistently throughout the Term.LANDLORD'S INITIALS: /s/ TT --- TENANT'S INITIALS: /s/ EB ---

Tax Expenses. In addition to the Base Rent set forth in Section 3, Tenant shall pay its share, which is specified in the Basic Lease Information, of all real property taxes applicable to the land and improvements included within the Lot on which the Premises are situated and one hundred percent (100%) of all personal property taxes now or hereafter assessed or levied against the Premises or Tenant’s personal property. Tenant further agrees to timely and faithfully pay, prior to delinquency, any amount, tax, charge, surcharge, assessment or imposition levied, assessed or imposed upon the Premises, or Tenant’s use and occupancy thereof. The amount of Tenant’s Share of Tax Expenses shall be reviewed from time to time by Landlord and shall be subject to modification by Landlord if there is a change in the rentable square footage of the Premises, the Building and/or the Park. Tenant shall also pay one hundred percent (100%) of any increase in real property taxes attributable, in Landlord’s sole discretion, to any and all alterations, Tenant Improvements or other improvements of any kind, which are above standard improvements customarily installed for similar buildings located within the Building or the Park (as applicable), whatsoever placed in, on or about the Premises for the benefit of, at the request of, or by Tenant. The term “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, levied, assessed or imposed against the Building and/or Property (including, without limitation, real estate taxes, general and special assessments (including, without limitation, assessments for special improvement districts and building improvements districts or any tax on the development of real estate or the construction or improvement of buildings or premises thereunder), transit taxes, leasehold taxes or taxes based upon the receipt of rent or the functional equivalent of same), including gross receipts, service tax, value added tax or sales taxes applicable to the receipt of rent or services provided herein, and unless required to be paid by Tenant, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Building and/or Property, or any portion thereof), which shall be paid or accrued by Landlord in connection with the ownership, leasing and operation of the Property, or any portion thereof; any tax on the rent, right to rent or other income from the Property, or any portion thereof, or as against the business of leasing the Property, or any portion thereof; any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, includinginclude, without limitation, any business form of tax and assessment (general, special, supplemental, ordinary or gross income extraordinary), commercial rental tax, payments under any improvement bond or bonds, rental tax, transaction tax, levy, or penalty imposed by authority having the direct or indirect power of tax (including any city, county, state or excise tax with respect federal government, or any school, agricultural, lighting, drainage or other improvement district thereof) as against any legal or equitable interest of Landlord in the Premises, the Building, the Lot or the Park, as against Landlord’s right to the receipt of such rent, or upon as against Landlord’s business of leasing the Premises or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by of Tenant of the Premises, or any portion thereof; any assessment, other tax, fee, levy or chargeexcise, upon this transaction; the amount however described, including, but not limited to, any value added tax, or any tax imposed in substitution (partially or totally) of any payments tax previously included within the definition of real property taxes, or other consideration (in cash or otherwise) that Landlord is any additional tax the nature of which was previously included within the definition of real property taxes. Notwithstanding the foregoing, the term “Tax Expenses” shall not include and Tenant shall not be required to make to pay any taxing authority in connection with portion of any tax abatement agreements benefiting the Property; and any reasonable costs and expenses (including, without limitation, reasonable consultants’ and attorneys’ fees) incurred in connection with seeking to protest, reduce or minimize Tax Expenses (including costs incurred by Landlord for compliance, review and appeal of tax liabilities), regardless of whether any reduction assessment expense or minimization is obtained. Notwithstanding anything to the contrary contained in this Section 4.3, there shall be excluded from Tax Expenses increase therein (a) all attributable to any franchise, estate, inheritance, net income, gift, transfer, or excess profits taxes, gross receipts taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, transfer taxes, estate taxes and federal and state income taxes, both personal and corporate in nature, tax imposed upon Landlord; (b) any items included as Operating Expenseslevied on Landlord’s rental income, unless such tax or assessment is imposed in lieu of real property taxes; and (c) any items paid by Tenant under Section 4.6 in excess of this Lease. If an assessment is payable in installments, Tax Expenses for the year shall include the amount of which would be payable if such tax or assessment expense were paid in installments over the installment and any interest due and payable during that year. For all other real estate taxes, Tax Expenses for that year shall, at Xxxxxxxx’s election, include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Xxxxxxxx’s election shall be applied consistently throughout the Termlongest permitted term.