Common use of Taxes and Assessments Clause in Contracts

Taxes and Assessments. a. Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant (a) Lessee shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes and assessments becoming due and payable with respect to the Leased Premises and improvements thereon during the Initial Term and any extension or renewal thereof, and all taxes or other charges imposed during the Initial Term and any extension or renewal thereof with respect to any business conducted on the Leased Premises and by Lessee or any personal property taxes assessable on used by Lessee in connection therewith. Taxes, assessments or other charges which Lessee is obligated to pay or cause to be paid hereunder and which relate to any personal property located on fraction of a tax year at the Premises on commencement or before termination of this Lease shall be prorated based upon the ratio that the number of days in such fractional tax year bears to 365. (b) If Lessee shall fail to pay any tax or assessment set out in subclause (a) hereof, Lessor may pay the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on TenantLessee’s behalf, and Tenant Lessee shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with reimburse Lessor for the same. Amounts due Landlord hereunder Lessee shall hold Lessor harmless on account of any of such taxes and assessments. (c) If at any time during the currency of this Lease, the method of taxation prevailing at the commencement of the Initial Term shall be Additional Rentalaltered so as to cause the whole or any part of the taxes, assessments, or charges now or hereafter levied, assessed or imposed on real estate and improvement thereon to be levied, assessed or imposed wholly or partially as a capital levy, or otherwise, on the rents received therefrom, Lessee shall pay and discharge the same with respect to the rents due hereunder. e. Tenant may (d) Nothing contained in this Lease shall require Lessee to pay any franchise, estate, inheritance, succession, capital levy or transfer tax of Lessor, or Lessor’s federal income tax, state income tax, or excess profits or revenue tax, unless such taxes are in substitution for real property taxes as a result of a change in the method of taxation described in subclause (c) above. (e) If Lessee wishes to contest any assessment or levy of taxes on the Leased Premises, Lessor covenants and agrees that it will execute such documents and do all such things as are necessary to aid Lessee in contesting or litigating said assessment, provided, however, that such contest or litigation shall be at its the sole cost and expense, and in its own name and/or in the name expense of Landlord, dispute and contest any Lessee. Any resulting reduction or rebate of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes paid or to be paid by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which Lessee shall be held by Landlord (if Landlord is so chosen belong to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsLessee.

Taxes and Assessments. During the Term: a. Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant Lessee shall pay pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, all taxes and assessments of every type or nature assessed against, imposed upon or arising with respect to Lessee, Lessor, any of the Properties, this Lease, the rental or other payments due under this Lease during the Lease Term which affect in any manner the net return realized by Lessor under this Lease, including, without limitation, the following: A. All taxes and assessments upon any of the Properties or any part thereof and upon any Personalty, whether belonging to Lessor or Lessee, or any tax or charge levied in lieu of such taxes and assessments; B. All taxes, charges, license fees, fees and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or similar fees imposed by reason of the conduct use of any of the Properties by Lessee; and C. All excise, transaction, privilege, license, sales, use and operation other taxes upon the rental or other payments due under this Lease, the leasehold estate of its either party or the activities of either party pursuant to this Lease. Notwithstanding the foregoing, but without limiting the preceding obligation of Lessee to pay all taxes which are imposed on the rental or other payments due under this Lease, in no event will Lessee be required to pay any net income taxes (i.e., taxes which are determined taking into account deductions for depreciation, interest, taxes and ordinary and necessary business thereonexpenses) or franchise taxes of Lessor (unless imposed in lieu of other taxes that would otherwise be the obligation of Lessee under this Lease, including, without limitation, any special assessments "gross receipts tax" or charges for water any similar tax based upon gross income or receipts of Lessor with respect to this Lease which does not take into account deductions from depreciation, interest, taxes and/or sewers. b. Tenant ordinary or necessary business expenses), any transfer taxes of Lessor, or any tax imposed with respect to the sale, exchange or other disposition by Lessor, in whole or in part, of any of the Properties or Lessor's interest in this Lease (other than transfer or recordation taxes imposed in connection with the transfer of any of the Properties to Lessee, the substitution of a Substitute Property or the termination of this Lease pursuant to the provisions of this Lease; provided, however, that Lessor shall be obligated to pay any transfer or recordation taxes imposed in connection with the transfer of the Properties to Lessee pursuant to Section 31 unless the ROFO Notice contemplates otherwise). All taxing authorities shall be instructed to send all tax and assessment invoices to Lessee and Lessee shall promptly provide Lessor and Lender with copies of all tax and assessment invoices received by Lessee. Upon request, Lessee shall also pay provide Lessor and Lender with evidence that such invoices were paid in a timely fashion. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $1,000.00, after prior written notice to Lessor), by appropriate legal proceedings conducted in good faith and all ad valorem real estate taxes on with due diligence, the Premises and amount or validity or application, in whole or in part, of any personal property taxes assessable on any personal property located on the Premises on item specified in this Section or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Leaselien therefor, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: provided that (i) incomethe collection thereof from the applicable Properties or any interest therein shall have been suspended, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) neither such Properties nor any assessment interest therein would be in any danger of being sold, forfeited or additional tax associated with a change in ownership lost by reason of the Premises; or such proceedings, (iii) governmentally imposed “impact fees” related to further improvement no Event of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary Default has occurred and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalfis continuing, and Tenant (iv) Lessee shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has have deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward Lessor adequate reserves for the payment of the items held valid (plus any court coststaxes, interesttogether with all interest and penalties thereon, penalties and other liabilities associated with unless paid in full under protest, or Lessee shall have furnished the proceedings), and Tenant’s share security as may be required in the proceeding or as may be required by Lessor to ensure payment of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingscontested taxes.

Taxes and Assessments. a. Tenant shall pay prior to delinquency all taxes, license fees, and special charges taxes and assessments which may be levied by upon or assessed against the Premises and all taxes and assessments of every kind and nature whatsoever arising in any taxing authorities way from the use, occupancy or possession of the Premises or assessed against personal property the improvements situated thereon, together with all taxes levied upon or assessed against Tenant's Property. To that end Landlord shall not be required to pay any taxes or assessments whatsoever which Tenant owns and/or uses withinrelate to or may be assessed against this Lease, uponthe Rent and other amounts due hereunder, or about the Premises, improvements and Tenant's Property. Provided, however, that any taxes or assessments which may be levied or assessed against the Premises for a period ending after the termination hereof shall be prorated between Landlord and Tenant as of such date. Within thirty (30) days after Tenant receives the paid receipted tax bills, Tenant shall furnish Landlord with copies of a paid receipt for such tax bills. Upon demand by reason Landlord, Tenant shall deliver and pay over to Landlord such additional sums as are necessary to satisfy any deficiency in the amount necessary to pay the taxes before the same become due. Tenant may, at its option, contest in good faith and by appropriate and timely legal proceedings any such tax and assessment; provided, however, that Tenant shall indemnify and hold harmless Landlord from any loss or damage resulting from any such contest, and all expenses of the conduct and operation of its business thereon, same (including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Leaseattorneys' fees, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems court and other utility lines and installationscosts) are paid solely by Tenant. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant Lessee shall pay pay, or shall cause the Permitted Sublessees to pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, all taxes and assessments of every type or nature assessed against, imposed upon or arising with respect to Lessor, any of the Properties, this Lease, the rental or other payments due under this Lease or Lessee during the Lease Term which affect in any manner the net return realized by Lessor under this Lease, including, without limitation, the following: A. All taxes and assessments upon any of the Properties or any part thereof and upon any Personalty, whether belonging to Lessor, Lessee or any Permitted Sublessee, or any tax or charge levied in lieu of such taxes and assessments; B. All taxes, charges, license fees, fees and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or similar fees imposed by reason of the conduct use of any of the Properties by Lessee and operation the Permitted Sublessees; and C. All excise, transaction, privilege, license, sales, use and other taxes upon the rental or other payments due under this Lease, the leasehold estate of its either party or the activities of either party pursuant to this Lease. Notwithstanding the foregoing, but without limiting the preceding obligation of Lessee to pay and cause to be paid all taxes which are imposed on the rental or other payments due under this Lease, in no event will Lessee be required to pay any net income taxes (i.e., taxes which are determined taking into account deductions for depreciation, interest, taxes and ordinary and necessary business thereonexpenses) or franchise taxes of Lessor (unless imposed in lieu of other taxes that would otherwise be the obligation of Lessee under this Lease, including, without limitation, any special assessments "gross receipts tax" or charges for water any similar tax based upon gross income or receipts of Lessor with respect to this Lease which does not take into account deductions from depreciation, interest, taxes and/or sewers. b. Tenant ordinary or necessary business expenses), any transfer taxes of Lessor, or any tax imposed with respect to the sale, exchange or other disposition by Lessor, in whole or in part, of any of the Properties or Lessor's interest in this Lease (other than transfer or recordation taxes imposed in connection with the transfer of any of the Properties to Lessee, the substitution of a Substitute Property or the termination of this Lease pursuant to the provisions of this Lease). All taxing authorities shall be instructed to send all tax and assessment invoices to Lessee and Lessee shall promptly provide Lessor and Lender with copies of all tax and assessment invoices received by Lessee. Upon request, Lessee shall also pay provide Lessor and Lender with evidence that such invoices were paid in a timely fashion. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $1,000.00, after prior written notice to Lessor), by appropriate legal proceedings conducted in good faith and all ad valorem real estate taxes on with due diligence, the Premises and amount or validity or application, in whole or in part, of any personal property taxes assessable on any personal property located on the Premises on item specified in this Section or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Leaselien therefor, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: provided that (i) incomesuch proceeding shall suspend the collection thereof from the applicable Properties or any interest therein, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) none of such Properties nor any assessment interest therein would be in any danger of being sold, forfeited or additional tax associated with a change in ownership lost by reason of the Premises; or such proceedings, (iii) governmentally imposed “impact fees” related to further improvement no Event of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalfDefault has occurred, and Tenant (iv) Lessee shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has have deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward Lessor adequate reserves for the payment of the items held valid (plus any court coststaxes, interesttogether with all interest and penalties thereon, penalties and other liabilities associated with unless paid in full under protest, or Lessee shall have furnished the proceedings), and Tenant’s share security as may be required in the proceeding or as may be required by Lessor to ensure payment of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingscontested taxes.

Taxes and Assessments. a. (a) Tenant shall shall, pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, license fees, municipal liens, levies, excises or imports of every nature and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses withinkind levied, uponassessed, charged, or about imposed during the Term on or against the Premises, Txxxxx’s leasehold interest in the Premises or personal property of any kind owned or placed in the Premises by reason Tenant. Tenant’s responsibility shall include any lease taxes imposed regardless of who the governing body assessing the tax shall deem responsible for payment. All such taxes and charges (with the exception of personal property taxes on Tenant’s personal property) shall be prorated at the commencement and expiration of the conduct and operation Term if appropriate. Notwithstanding the foregoing, Tenant shall only be obligated to pay installments of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers(using the longest amortization schedule available) coming due during the Term. b. (b) Tenant shall also have the right at its own cost and expense to initiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of taxes assessed to or levied upon the Premises and required to be paid against Lxxxxxxx’s estate and, if required by law, Tenant may take such action in the name of Landlord who shall cooperate with Tenant to such extent as Tenant may reasonably require, provided, however, that Tenant shall fully indemnify and save Landlord harmless from all loss, cost, damage, and expense incurred by or to be incurred by Txxxxx as a result thereof. (c) If Tenant fails to pay any and all ad valorem real estate taxes on the Premises and any personal property prior to delinquency, then Landlord may require Tenant to pay to Landlord one-twelfth (1/12) of anticipated real estate taxes assessable on any personal property located on the Premises on or before for each Lease Year with each installment of the same are Base Monthly Rent. In the event said payments shall not be sufficient to pay the actual real estate tax amount when known, Tenant shall pay such shortfall immediately to Landlord. In the event any excess over the amount due has been paid by Txxxxx, Tenant may direct Landlord either to apply the excess to the taxing authority. Landlord shall forward all ad valorem tax bills real estate taxes for the Premises to Tenant immediately upon receipt. Landlord shall have the right following year, or to pay such excess back to Tenant. In the event timely payment of taxes before they become delinquent if Tenant has not could be made in more than one (1) calendar year, Landlord shall pay timely up to the amount due or the amount paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, (whichever is less) in whichever calendar year Tenant shall have no obligation under this Lease to pay: designate, provided Tenant shall notify Landlord of designation within ten (i10) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership days of receipt of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installationsapplicable tax bill. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. A. Tenant shall pay before delinquency any and all taxes, assessments, license feesfees and public charges levied, assessed or imposed upon or against Tenant's fixtures, equipment, furnishings, furniture, appliances and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, installed or about located on or within the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. . Tenant shall also pay any cause said fixtures, equipment, furnishings, furniture, appliances and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on to be assessed and billed separately from the real property of Landlord. If any of Tenant's said personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoingassessed with Landlord's real property, Tenant shall have no obligation under this Lease pay to payLandlord the taxes attributable to Tenant within thirty (30) days after receipt of a written statement from Landlord setting forth the taxes applicable to Tenant's property. B. All Real Property Taxes shall be paid by Landlord. The term "Real Property Taxes", as used herein, shall mean and include: (i) incomeall taxes, profitsassessments, intangiblelevies and other charges of any kind or nature whatsoever, documentary stampsgeneral and special, franchiseforeseen and unforeseen (including without limitation, corporateall installments of principal and interest required to pay any general or special assessments for public improvements, capital stock, succession, estate, gift or inheritance taxes; (ii) and any assessment or additional tax associated with a increases resulting from reassessments caused by any change in ownership of the Premises; , the Building or (iiithe Property, or otherwise) governmentally now or hereafter imposed “impact fees” related by any governmental or quasi-governmental authority or special district having the direct or indirect power to further improvement tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy, or use of all or any portion of the Premises, including, but not limited toProperty, the widening of exterior roadsBuilding or the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein; any improvements located within the Property, the installation Building or the Premises (regardless of or connection to sewer linesownership); the fixtures, sanitary and storm drainage systems equipment and other utility lines property of Landlord, real or personal, that are an integral part of and installations. d. Tenant shall indemnify Landlord against all taxes located in, on or about the Property, the Building or the Premises; and landscaping areas, walkways and parking areas; and (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against ii) all costs and expenses fees (including attorney reasonable attorneys' fees) incurred by Landlord in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, reasonably contesting any Real Property Tax and in its own name and/or in the name of Landlord, dispute and contest negotiating with public authorities as to any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsReal Property Tax.

Taxes and Assessments. a. (A) During the term of this Lease, Tenant shall pay agrees to pay, before they become delinquent, all real estate taxes, license feesspecial assessments, and special other governmental charges ("Real Estate Taxes") which may be lawfully levied upon or against the Premises described herein and all use, personal property and ad valorem taxes and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or imposed by reason of the conduct and use or operation of its business thereonthe Equipment (the "Personal Property Taxes" and together with the Real Estate Taxes, includingthe "Taxes"), without limitation, provided that Tenant's obligation for Taxes shall be equitably adjusted for any special assessments portion of the term of this Lease which does not include an entire tax year. Nothing herein contained shall require or charges for water and/or sewers. b. be construed to require Tenant shall also to pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on inheritance, estate, succession, mortgage or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Leasetransfer tax, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stampsgift, franchise, corporatewithholding, capital stockincome or profit tax, successionthat is or may be imposed upon Landlord, estateits successors or assigns, gift or inheritance taxes; (ii) any assessment or additional tax associated in connection with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement operation of the Premises, including, but not limited to, the widening of exterior roads, the installation of Equipment or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installationsotherwise. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property)B) Immediately upon receipt of any tax xxxx, licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) statement or assessment with respect to the Taxes owing in connection with samethe Premises, Landlord shall furnish to Tenant such tax xxxx, statement or assessment. Amounts due Tenant shall furnish evidence of the payment of the Taxes to Landlord hereunder shall be Additional Rentalupon the request therefore from Landlord. e. (C) Tenant may at its sole cost and expense, and hereby reserves the right to contest the amount of any Taxes in its own name and/or or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted Landlord hereby covenants and agrees to cooperate with Tenant in good faith, but only after Tenant has deposited all respects with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenantregards thereto. Tenant shall indemnify, defend provide a surety bond or other security reasonably satisfactory to Landlord to protect the Landlord and hold harmless Landlord the Premises from and the enforcement of any lien against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with the Premises for any such proceedingsTaxes during the period of contest.

Taxes and Assessments. a. Tenant (a) Home Owner may become subject to the payment of property taxes as well as other taxes and assessments imposed by governmental entities against the Condominium or the Unit Interest. In such event, Home Owner shall have sole responsibility for, and shall pay when due all taxes, license fees, such taxes and special charges and assessments levied assessments. Any such tax or assessment may be paid in installments when so allowed by any the taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewersassessing governmental entity. b. Tenant shall also pay (b) Home Owner will hold harmless the Association and The Regents from the payment of any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on tax or before the same are due assessment required to be paid pursuant to Section 2.6(a), above. Subject to the taxing authorityprovisions of Section 2.6(c), below, Home Owner will prevent any such tax or assessment from becoming a delinquency lien upon the Condominium or Unit Interest. Landlord If the payment of any such tax or assessment shall forward all ad valorem tax bills for be more than ninety (90) days delinquent, the Premises to Tenant immediately upon receipt. Landlord Association shall have the right right, but not the obligation, to pay such taxes before they become delinquent if Tenant has not paid as required under this Leasetax or assessment. If the Association makes any such payment, and such the amount of the payment on Tenant’s behalf shall be immediately due and payable to Landlord the Association by Tenant as Additional RentalHome Owner and shall bear interest pending payment by Home Owner at the Sublease Interest Rate. c. Notwithstanding (c) Home Owner shall pay when due each and every fee, charge or assessment duly levied against the foregoing, Tenant Unit by the Association pursuant to Articles 7 and 9 of the CC&Rs. (d) Home Owner shall have no obligation under this Lease the right, at his or her own cost, to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift refuse to pay and to contest the amount or inheritance taxes; (ii) validity of any tax or assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by an appropriate proceedings proceeding diligently conducted in good faith. However, but only after Tenant has deposited with Landlord Home Owner's right to contest shall be exercised in such a manner as to avoid any exposure of the Condominium or with Unit Interest to foreclosure or execution sale. Pending final judgment in an applicable competent authority, in Tenant’s reasonable discretionappeal from any such proceeding, the amount Association shall not have the right to pay, remove, or discharge any tax or assessment so contested contested, provided that Home Owner shall protect the Association, The Regents, the Condominium and unpaid which the Unit Interest from any lien by adequate surety bond or other security. (e) Home Owner's obligation to pay taxes and assessments levied and assessed against the Unit Interest shall be held exclude, without limitation, the following taxes and charges, however denominated: business, income, or profits taxes levied or assessed against the Association, The Regents by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until a federal, state or other governmental entity; or succession or transfer taxes of The Regents or the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsAssociation.

Taxes and Assessments. a. (A) During the term of this Lease, Tenant shall pay agrees to pay, before they become delinquent, all real estate taxes, license feesspecial assessments, and special other governmental charges ("Real Estate Taxes") which may be lawfully levied upon or against the Premises described herein and all use, personal property and ad valorem taxes and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or imposed by reason of the conduct and use or operation of its business thereonthe Equipment (the "Personal Property Taxes" and together with the Real Estate Taxes, includingthe "Taxes"), without limitation, provided that Tenant's obligation for Taxes shall be equitably adjusted for any special assessments portion of the term of this Lease which does not include an entire tax year. Nothing herein contained shall require or charges for water and/or sewers. b. be construed to require Tenant shall also to pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on inheritance, estate, succession, mortgage or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Leasetransfer tax, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stampsgift, franchise, corporatewithholding, capital stockincome or profit tax, successionthat is or may be imposed upon Landlord, estateits successors or assigns, gift or inheritance taxes; (ii) any assessment or additional tax associated in connection with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement operation of the Premises, including, but not limited to, the widening of exterior roads, the installation of Equipment or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installationsotherwise. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property)B) Immediately upon receipt of any tax xxxx, licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) statement or assessment with respect to the Taxes owing in connection with samethe Premises, Landlord shall furnish to Tenant such tax xxxx, statement or assessment. Amounts due Tenant shall furnish evidence of the payment of the Taxes to Landlord hereunder shall be Additional Rentalupon the request therefore from Landlord. e. (C) Tenant may at its sole cost and expense, and hereby reserves the right to contest the amount of any Taxes in its own name and/or or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted Landlord hereby covenants and agrees to cooperate with Tenant in good faith, but only after Tenant has deposited all respects with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenantregards thereto. Tenant shall indemnifyprovide a surety bond or other security reasonably satisfactory to Landlord to protect the Landlord and the Premises from the enforcement of any lien against the Premises for any such Taxes during the period of contest. (D) In addition, defend and hold harmless Tenant agrees to reimburse Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably for amounts paid to San Xxxx Water District for charges incurred by with respect to the Premises during the term of this Lease. Landlord, as Additional Rentalat the time it demands payment therefore, in connection with will provide copies of any such proceedingsbills or assessments to Tenant.

Taxes and Assessments. a. 10.1. During the Term, Tenant shall bear, pay and discharge all real estate taxes, license feesspecial and benefit assessments, and special minor privilege charges, metropolitan district charges and assessments other public charges levied or imposed by any taxing authorities against personal property which Tenant owns and/or uses withingovernmental agency upon or with respect to ownership, upon, use or about the Premises, or by reason occupancy of the conduct and operation of its business thereon, Property (including, without limitation, any special assessments or charges for water and/or sewersthe land and Tenant Improvements on the Property). b. Tenant 10.2. If at any time during the Term of this Lease under the laws of the United States, State of Maryland, or any political subdivision thereof in which the Property are situated, a tax or excise on rent or any other tax, however described, is levied or assessed by any such political body against Landlord on account of rentals payable to Landlord hereunder, such tax or excise shall also pay any and all ad valorem be considered for the purpose of this Lease a real property tax. In addition, in the event that real estate taxes on the Premises are withdrawn, in whole or in part, and any substitute tax is made therefore, such tax shall in any event for the purpose of this Lease be considered a real estate tax, regardless of the source from which it is collected. 10.3. In the event the taxing authorities include in such taxes the value of any machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, Tenant agrees to pay before delinquency, the entire amount of the taxes assessable on attributable to such items in addition to, but not in duplication of, the taxes referred to above. 10.4. All sums payable by Tenant under this Section 10 shall be paid at least thirty (30) days prior to accrual of interest or penalty for nonpayment and Tenant shall furnish Landlord with evidence of payment in the form of official tax receipts promptly after payment. In any personal property located on case in which Tenant contests in good faith any such imposition Tenant may defer payment to the Premises on or before extent that it is necessary and legally possible to defer the same are due in order to make such contest and diligently pursue the taxing authoritysame, but in such event it shall be a condition of Tenant's privilege to defer any payment, that Tenant shall, if so requested by Landlord, furnish Landlord, with a bond, reasonably satisfactory to Landlord as to surety, in an amount and upon such conditions as shall reasonably be necessary to protect the interest of Landlord against any loss or impairment resulting from such delay. 10.5. Landlord The parties shall forward all ad valorem take such reasonable action as may be necessary or appropriate in order that proposed assessment notices and separate tax bills for the Premises Property are sent by taxing authorities directly to Tenant, including, if necessary, a designation of Tenant's address as address of record for the owner for tax assessment and billing purposes. Tenant immediately upon receiptshall promptly furnish to Landlord copies of all such proposed assessment notices and separate tax bills that Tenant receives from the taxing authorities. Landlord Tenant shall have the right to pay contest the validity and/or seek a reduction of said assessment at Tenant's sole cost and expense. Tenant shall indemnify Landlord, for the amount of any interest, penalty and additional cost (including reasonable attorney's fees) payable by Landlord as a result of Tenant's contest of the validity of or attempt to reduce such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, assessment. Tenant shall have no obligation under this Lease the right to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change institute such proceedings in ownership the name of the PremisesLandlord as Tenant may deem necessary to contest the validity or seek a reduction of said assessment; or (iii) governmentally imposed “impact fees” related provided that, if it is necessary to further improvement institute said proceedings in the name of the Premises, including, but not limited toLandlord, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may given as much prior written notice of said proceedings as reasonably practicable. Landlord will, at its Tenant's sole cost and expense, execute and deliver to Tenant such documents and/or information as Tenant may reasonably require in its own name and/or in the name of Landlord, dispute and connection with Tenant's contest any of the above-described taxesvalidity of or attempt to reduce said assessment. Any refunding resulting from a contest by Tenant (as well as any refund resulting from proceeding instituted by Landlord), license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by and paid first to reimburse Tenant or Landlord toward for the payment costs and expenses of the items held valid (plus any court costsproceeding, interestincluding reasonable attorney's fees. If the Property is separately assessed, penalties and other liabilities associated with the proceedings), and remainder of the refund shall belong to Tenant’s share of any excess . 10.6. Nothing contained in this Lease shall be returned deemed to Tenant. Tenant shall indemnifyinclude within the definition of the term "real estate taxes" any tax such as inheritance, defend and hold harmless Landlord from and against any costestate, damage succession, gift and/or federal or expense, including attorney’s fees, actually and reasonably incurred by state income taxes that are or may be imposed upon Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant Trustor shall pay or cause to be paid prior to delinquency all real property taxes, license feesassessments, levies and special charges and assessments levied imposed by any taxing authorities against personal public or quasi-public authority or utility company which are or may become a lien upon the Subject Property, any part thereof or interest therein. Trustor shall also pay when due all real property which Tenant owns and/or uses withintaxes, uponassessments, or about the Premises, or levies and charges imposed by any public authority upon Beneficiary by reason of its interest in the conduct Subject Property created hereby; provided, however, that Trustor shall have no obligation to pay or discharge taxes which may be imposed from time to time upon Beneficiary and operation which are measured by and imposed upon Beneficiary's net income. Upon written request of its business thereonBeneficiary, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant Trustor shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authorityprovide Beneficiary with evidence of such payment. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord Trustor shall have the right to pay contest in good faith any such taxes before they become delinquent if Tenant has not paid real property taxes, assessments, levies or charges provided that it does so diligently and without prejudice to Beneficiary. As used herein, the term "real property taxes" shall include any form of assessment, possessory interest tax, license fee, license tax, business license fee, business license tax, commercial rental tax, levy, charge, penalty, tax or similar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding against any legal or equitable interest of Trustor in the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the PremisesSubject Property, including, but not limited to, the widening following: (a) Any assessment, tax, fee, levy or charge in substitution, partially or totally, of exterior roadsany assessment, tax, fee, levy or charge previously included within the installation definition of real property tax. It is the intention of Trustor and Beneficiary that all such new and increased assessments, taxes, fees, levies and charges and all similar assessments, taxes, fees, levies and charges be included within the definition of real property taxes for the purposes of this Deed of Trust; (b) Any assessment, tax, fee, levy or charge allocable to the operation of or connection measured by the area of the Subject Property, including, without limitation, any gross income tax or excise tax levied in lieu of real property taxes by the state, city or federal government, or any political subdivision thereof, with respect to sewer linesthe possession, sanitary and storm drainage systems and other utility lines and installations.leasing, operating, management, maintenance, alteration, repair, use or occupancy of the Subject Property, or any portion thereof; and d. Tenant shall indemnify Landlord against all taxes (on personal property and real property)c) Any assessment, licenses feestax, special charges and assessments paid for by Landlord on Tenant’s behalffee, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or levy or charge upon this transaction or any document creating or transferring any interest or an estate in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsSubject Property.

Taxes and Assessments. a. Tenant shall pay all taxesprior to delinquency and show evidence of said payment, license feesin accordance with Paragraph 4C above, and special charges this Paragraph 7, any "Taxes and assessments levied by any taxing authorities against personal property Assessments" (as hereinafter defined) accruing during the Term hereof with respect to the Premises (which Tenant owns and/or uses within, upon, or about for purposes of this Paragraph 7 shall be deemed to include the Premises, or by reason land of the conduct Premises and operation of its business thereonthe improvements located upon such land, including, without limitation, the Building). Any Taxes and Assessments payable for the partial tax years of the first and last Lease Years of the Term shall be prorated based on the ratio that the total number of days in such Lease Year bears to the total number of days in the tax year. As used herein, the term "Lease Year" shall be defined as each twelve (12) month period commencing on the Commencement Date and each anniversary of the Commencement Date, except that the last Lease Year shall end on the last day of the calendar month which includes the twentieth (20th) anniversary of the Commencement Date or the last day of the calendar month of any option period which is exercised by the Tenant in accordance with the terms of this Lease. As used herein, the term "Taxes and Assessments" shall include all general and/or special assessments real property and improvement taxes, any for-in of assessment, reassessment, special assessment, license fee, license tax, business license tax, commercial-rental tax, in-lieu tax, possessory interest tax, levy , charge, penalty or similar imposition whatever or at all imposed by any authority having the power to tax, including any city , county, state or federal government, or any school, street, storm- drain, sidewalk, community-facility , park-and-ride, agricultural, lighting, drainage and other improvement or special assessment district thereof, or any agency or public body, upon or against the Premises and/or any legal or equitable interest of Landlord in the Premises, including but not limited to the following: (a) any assessment, reassessment, 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 assessments, taxes, fees, levies and charges may be imposed by governmental agencies for water and/or sewers. b. such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants (it being the intention of Tenant shall also pay any and Landlord that all such new and increased assessments, reassessments, taxes, fees, levies and charges and all ad valorem similar assessments, reassessments, taxes, fees, levies and charges imposed now or hereafter be included within the definition of real estate property taxes for the purposes of this Lease); (b) any assessment, tax, fee, levy or charge allocable to or measured by the area of all or any part of the Premises or the rent payable with respect thereto; (c) any assessment, tax, fee, levy or charge upon leasing transactions involving Tenant with respect to all or any part of the Premises; (d) any assessment or reassessment related to any change of ownership, limited, however, to one (I) time per each ten (10) years of the herein Lease term, of any interest in the Premises or portion thereof held by Landlord or any addition or improvement to the Premises or a portion thereof, or any other assessment levied on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due attributed to the taxing authorityPremises. Landlord Taxes and Assessments shall forward all ad valorem tax bills for the Premises not include Landlord's federal, state or local income, franchise, inheritance or estate taxes. In addition to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease pay, prior to pay: (i) incomedelinquency, profitsall taxes, intangibleassessments, documentary stampslicense fees and public charges levied, franchiseassessed or imposed upon its business operation, corporatetrade fixtures, capital stockmerchandise and other personal property in, succession, estate, gift on or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of upon the Premises; . Any tax bills, statements, or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant assessments for such taxes shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for be forwarded by Landlord on to Tenant’s behalf, or Landlord shall cause the taxing agency or entity to send such tax bills,. statements, or assessments directly to Tenant and Tenant shall indemnify make payment of all amounts directly to the taxing agency or entity on or before the due date therefore. Notwithstanding the foregoing, if Tenant fails to make such payment on a timely basis, Landlord against all costs may make such payment and expenses (including attorney fees) in connection with sameany interest or penalties due thereon. Amounts due Landlord hereunder In such event, Tenant shall be Additional Rental. e. after written notice to Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred paid by Landlord, as Additional Rental, in connection with any reimburse Landlord for such proceedingsamount on or before the due date for the next payment of Base Rent. The reimbursement amount shall be deemed additional rent payable by Tenant.

Taxes and Assessments. a. Commencing on the day Landlord delivers access to the Premises to Tenant for Tenant to install Tenant improvements, the Tenant shall pay, within ten (10) days after receipt by Tenant of Landlord's xxxx, as additional rent hereunder, in each year during the term Tenant's pro rata percentage as set forth in Section 1.1 of the real estate taxes (meaning all general and special taxes and assessments imposed by governmental authorities of the City of Waltham having jurisdiction over the land, buildings and improvements of which the Premises forms a part and assessed against the owners of the real property; provided, however, with regard to special assessments, Tenant shall only be responsible for a reasonable allocation thereof based on the term of the Lease). In addition, Tenant shall pay all ad valorem taxes, license feesif any, allocable to Tenant's signs and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, uponbusiness equipment in the Premises. If some method or type of taxation replaces the current method of assessment of real estate taxes, or about the Premisestype thereof by the City of Waltham, or by reason Tenant agrees that Tenant shall pay its pro rata share of the conduct same; and operation if a tax (other than a Federal or State net income tax) is assessed on account of the rents or other charges payable by Tenant to Landlord under the Lease, Tenant agrees to pay its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before pro rata share of the same are due to unless applicable law prohibits the taxing authoritypayment of such tax by Tenant. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required Tenant's liability under this Lease, and such payment on Tenant’s behalf paragraph for any tax year which does not fall entirely within the term of this Lease shall be immediately payable to Landlord by Tenant as Additional Rental. c. apportionately prorated. Notwithstanding the foregoing, nothing herein contained shall otherwise require or be construed to require Tenant shall have no obligation under this Lease to pay: (i) incomereimburse Landlord for any inheritance, profitsestate, intangiblesuccession, documentary stampstransfer, franchisegift, corporatefranchise income or earnings, profit, excess profit, capital stock, successioncapital levy or corporate or other similar tax which is or may be imposed upon Landlord or upon Landlord's business. Real estate taxes and assessments subject to reimbursement by Tenant shall not include (i) any item to the extent otherwise included in Landlord's Operating Expenses, estate, gift or inheritance taxes; (ii) any assessment environmental assessments, charges or additional tax associated liens arising in connection with a the remediation of Hazardous Materials from the Property which existed prior to the Commencement Date or which was introduced onto the property by Landlord or its representatives, (iii) any of Landlord's personal property taxes, or (iv) any excise transfer taxes caused by any change in ownership of the Premises; Property or (iii) governmentally imposed “impact fees” related to further improvement any part thereof. If a reduction in property taxes and/or assessments is obtained for any year of the PremisesTerm during which Tenant paid tenant's percentage of taxes and assessments, includingthen Landlord shall provide Tenant with a credit against Tenant's next due obligations for Rent and Tenant's Percentage of Operating Expenses or, but not limited toif none, refund such amounts to Tenant within thirty (30) days based on such adjustment. If at least twenty (20) days prior to the widening last day for filing application for abatement of exterior roadsreal estate taxes for any tax year, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify give notice to Landlord against all that Tenant desires to file an application or abatement of real estate taxes for said tax year and, if within ten (on personal property and real property)10) days after the receipt of said notice, licenses feesLandlord shall not give notice to Tenant that it shall file such application, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and have the right either in its own name and/or or in the name of Landlord, dispute but at its own cost and contest any expense to file such application. If within ten (10) days after receipt by Landlord of such notice by Tenant, Landlord shall give Tenant notice that Landlord shall file such application, Landlord shall file the same prior to the expiration of the above-described time for filing of the same, at its own cost and expense. In the event, notwithstanding the foregoing, if any abatement by whomever prosecuted shall be obtained, the cost and expense of obtaining the same shall be a first charge upon the said abatement. If Tenant shall file an application for abatement pursuant to the provisions of this paragraph, Tenant will prosecute the same to final determination with due diligence and shall not, without Landlord's written consent (which consent will not be unreasonably withheld, conditioned or delayed) settle, compromise or discontinue the same, except, however, Tenant may discontinue the prosecution of the same at any time after giving Landlord notice thereof and an opportunity to take over the prosecution of the same. If Landlord shall file an application for abatement for any tax year after having received notice from Tenant that Tenant desires to file an application for abatement for said tax year, Landlord shall prosecute the same to final determination with due diligence and shall not, without Tenant's written consent (which consent will not be unreasonably withheld, conditioned or delayed), settle, compromise or discontinue the same, except, however, Landlord may discontinue the prosecution of the same at any time after giving Tenant notice thereof and an opportunity to take over the prosecution of the same. If either party shall prosecute an application for abatement, the other party will cooperate and furnish any pertinent information in its files reasonably required by the prosecuting party. Neither the filing of an application for abatement of real estate taxes, license feesnor the prosecution of any other proceedings contesting the amount or validity of any real estate taxes, special charges, assessments and/or ad valorem shall relieve Tenant of its obligations to pay real estate taxes as and when provided herein. All abatements of real estate taxes previously paid by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend belong to Tenant less the costs and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and expenses reasonably incurred by Landlord, as Additional Rental, in connection with any obtaining such proceedingsabatement.

Taxes and Assessments. a. Tenant shall pay pay, prior to delinquency, all taxes, license fees, real estate taxes and special charges improvement liens and similar assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, assessments charged by any property owners’ association established with respect to the Premises or by reason of otherwise levied against the conduct and operation of its business thereonPremises pursuant to the Governing Documents (as hereinafter defined), in any case general or special, ordinary or extraordinary, foreseen or unforeseen, including, without limitation, ad valorem taxes, personal property taxes, transit taxes, special or extraordinary assessments, government levies, substitute taxes, assessments, excises, charges or fees assessed or levied in lieu of the foregoing, and expenses and fees, but excluding income taxes, franchise taxes, inheritance taxes and gift taxes and specifically including any special taxes and assessments or charges for water and/or sewers. b. which were to be paid by the seller of the Land (which is a Tenant Affiliate). To the extent feasible, Tenant shall also pay have all bills for such amounts to be sent directly to Tenant. If such bills are sent to Landlord, Landlord shall promptly forward the same to Tenant. Upon request of Landlord, Tenant shall provide Landlord with evidence of Tenant’s payment of any such amounts. Tenant shall have the right to contest any such amounts in accordance with applicable law, and all ad valorem real estate taxes Tenant shall be entitled to any refund or rebate in any amounts that relates to the period of the Lease Term. Landlord shall reasonably cooperate with Tenant, at no expense to Landlord, in connection with any such protest. If Landlord places a mortgage on the Premises and any personal property such lender requires taxes assessable on any personal property located on be paid through it by means of monthly impound or otherwise, Tenant shall pay taxes payable by Tenant under this Lease to the Premises on or before Lender as designated by the same are due Lender in written notice to Landlord and Tenant so long as the Lender agrees to pay such taxes to the taxing authority. Landlord shall forward give Lender Landlord’s written consent to communicate directly with Tenant on all ad valorem tax bills for matters relating to such taxes. So long as Tenant pays taxes to the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid Lender as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoingprovided herein, Tenant shall have no obligation under liability for the Lender’s failure to pay the taxes to the taxing authority. If Tenant has paid any such taxes and assessments that relate to the period after the expiration or termination of this Lease to pay: (i) incomeLease, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. then Tenant shall indemnify Landlord against all taxes (on personal property and real property)be entitled to deduct such amount from the final installment of Rent hereunder or, licenses fees, special charges and assessments paid for by Landlord on at Tenant’s behalfoption, and Landlord shall reimburse Tenant shall indemnify Landlord against all costs and expenses for the same within ten (including attorney fees10) in connection with same. Amounts due Landlord hereunder shall be Additional Rentaldays after demand by Tenant. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. In addition to the fixed rental payments hereinabove provided, Tenant shall pay before delinquency, all taxes, license feesassessments, and special charges levied, imposed or charged against the land and assessments levied by upon the building of which the Premises are a part. Tenant shall also pay all taxes assessed, without limitation, for or during the term hereof against and on any taxing authorities against personal or all property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, improvements (including, without limitation, any special assessments equipment, trade and business fixtures, merchandise and inventory) in possession of Tenant, or charges installed by or for water and/or sewersTenant upon or about the Premises. Said obligations are assumed by Tenant although such assessment may be made against Landlord as the owner of said building. b. Any tax or assessment relating to a fiscal period at the end of the lease term, a part of which is not included within the term of this Lease, shall be prorated so that Tenant shall also pay only that portion thereof which relates to the tax period included within the term of this Lease. In the event any assessment may be paid in periodic installments, Tenant shall be responsible only for those installments relating to the period included within the term of this Lease. c. Nothing contained in this Lease shall require Tenant to pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on net income, franchise, estate, inheritance, capital levy or before the same are due to the taxing authority. transfer tax of Landlord. d. Landlord shall forward all ad valorem tax bills for the Premises to agrees that Tenant immediately upon receipt. Landlord shall have the right to pay contest the legality or validity of any of the taxes or assessments provided to be paid by Tenant, but no such contest shall be carried on or maintained by Tenant after the time limit for the payment of such taxes before they become delinquent if Tenant has not paid as required under this Leaseand assessments, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, unless Tenant shall have no duly paid the amount involved under protest or shall procure and maintain a stay of all proceedings to enforce any obligation under this Lease thereof or shall have furnished to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related Landlord its letter agreeing to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by any loss or penalty. Landlord on Tenant’s behalf, and agrees to cooperate with Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rentalany tax or assessment protest. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant (a) From and after the expiration or termination of the Site Sublease Term and until the earlier of the expiration, surrender or termination of the Site Lease Term pursuant to and in accordance with this Facility Site Lease, the Ground Lessee agrees to pay to the Ground Lessor an amount equal to the Owner Lessor's Percentage of all Taxes and assessments, general or special, taxed, charged, levied, assessed or imposed upon the Facility Site (it being understood that the Ground Lessee shall not be responsible for any income or similar taxes imposed against the Ground Lessor for the rent hereunder, or for any sales, use, excise, transfer, recording or similar taxes payable by the Ground Lessor; or any corporate franchise or doing business tax or similar tax or fee imposed on the Ground Lessor or in connection with the business of or any interests owned or held by, the Ground Lessor). Such payment shall be due upon demand by the Ground Lessor, but in no event shall such amounts be due prior to the date such Taxes and assessments are due and payable to a taxing or assessing Governmental Authority. If the Facility Site is not separately assessed as a separate tax lot from the Retained Xxxxxxxxx Land, with respect to the land component of any such Taxes and assessments the Ground Lessee shall pay a share equal to the Owner Lessor's Percentage of such Taxes and assessments based on the ratio which the area of the Facility Site bears to the total area of the assessment parcel and with respect to any improvements component of any Taxes and assessments, the Ground Lessee shall pay the portion of the Taxes and assessments attributable to the Undivided Interest. Notwithstanding the provisions of this Section 3.2(a), prior to the expiration or termination of the Site Sublease Term, the Ground Lessor shall pay all taxesTaxes and assessments, license feesgeneral or special, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses withintaxed, charged, levied, assessed or imposed upon, or about with respect to, the PremisesFacility Site , this Facility Site Lease, the Ground Lessor or in connection with the business of, or by reason any interests owned or held by, the Ground Lessor and the Ground Lessor shall indemnify the Ground Lessee with respect thereto for such period, as provided in and subject to the terms, conditions and limitations in, Section 10.2 of the conduct and operation Participation Agreement. Such provisions of its business thereon, including, without limitation, any special assessments Section 10.2 of the Participation Agreement shall survive the expiration or charges for water and/or sewerstermination of this Facility Site Lease. b. Tenant (b) Taxes and assessments shall also pay any be prorated between the Ground Lessor and all ad valorem real estate taxes the Ground Lessee for (a) the year in which the Site Lease Term expires, as of the date of expiration of the Site Lease Term and (b) for the year in which the expiration or earlier termination of the Site Sublease Term occurs. Proration of Taxes and assessments due to be paid with respect to such years shall be paid and appropriate adjustment and payment shall be made on the Premises basis of actual Taxes and assessments, allocated as described in Section 3.2(a). To the extent the Ground Lessee's pro rata share of any personal property taxes assessable on any personal property located on Taxes and assessments under this Facility Site Lease shall be paid by the Premises on Ground Lessor appropriate adjustments and payments shall be made between the parties, at the time the actual Taxes and assessments are known, as may be necessary to accomplish proration as herein provided. (c) From and after the expiration or before termination of the same are due Site Sublease Term and until the earlier of the expiration, surrender or termination of the Site Lease Term pursuant to and in accordance with this Facility Site Lease, the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord Ground Lessee shall have the right to pay such taxes before they become delinquent if Tenant has not contest any Taxes and assessments required to be paid as required by the Ground Lessee under this Lease, Facility Site Lease provided the Ground Lessee shall in good faith and such payment on Tenant’s behalf shall be immediately payable to Landlord with due diligence contest the same or the validity thereof by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant appropriate legal proceedings which shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership the effect of preventing the collection of the Premises; Taxes and assessments and the sale or foreclosure of any Lien for such Taxes and assessments during such contest (iii) governmentally imposed “impact fees” related unless the Ground Lessee shall provide the Ground Lessor such security as may be reasonably required by the Ground Lessor to further improvement insure payment of the Premisesfull amount of such Taxes and assessments, includingtogether with any interest and penalties which may accrue with respect thereto). The Ground Lessee shall have the right, but not limited toat its sole expense, to institute and prosecute, in the Ground Lessor's name, any suit or action to contest any Taxes and assessments required to be paid by the Ground Lessee or to recover the amount of any such Taxes and assessments but, in such event, the widening of exterior roads, Ground Lessee hereby covenants and agrees to indemnify and save the installation of or connection to sewer lines, sanitary Ground Lessor harmless from any and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expenseexpenses, including attorney’s reasonable attorneys fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingssuit or action. Any funds recovered by the Ground Lessee attributable to the period from and after the termination of the Site Sublease Term until the earlier of the expiration, surrender or termination of the Site Lease Term as a result of any such suit or action shall belong to the Ground Lessee, unless the Ground Lessor shall have paid the Tax and assessment with respect to such period. Any part of such recovery relating to any period ending on or prior to the expiration or termination of the Site Sublease Term and any period beginning after the expiration, surrender or termination of the Site Lease Term shall be paid to the Ground Lessor, unless the Ground Lessee shall have paid the Tax and assessment with respect to such period. Notwithstanding the foregoing, the Ground Lessee shall be entitled to reimbursement for any out-of-pocket costs and expenses incurred in connection with any such suit or action to the extent of any funds recovered, and any amounts payable to the Ground Lessor pursuant to the immediately two sentences shall be reduced by a portion of such out-of-pocket costs and expenses, to be determined by the Ground Lessor and Ground Lessee, acting reasonably, taking into account the amount of the recovery paid to each party.

Taxes and Assessments. a. Tenant Real estate taxes and assessments shall be prorated and paid in accordance with the Purchase Agreement. Specifically, Vendor shall pay all taxesthe installments due on May 10 and November 10, license fees, 2021 when due. Vendor will also pay its share and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason Purchaser’s share of the conduct installment payable on May 10, 2022, allocated with $_______ to Vendor and operation $__________ to Purchaser [complete in accordance with Section 2.4(a) of its business thereonPurchase Agreement, includingwith installment payment dates to be adjusted if closing after June 30, without limitation2021]. Purchaser shall reimburse Vendor for Purchaser’s share of such tax installment within ten (10) days after billing. Thereafter, any special assessments or charges beginning on November 10, 2022, Purchaser shall be responsible for water and/or sewers. b. Tenant shall also pay any and directly paying to the taxing authority all ad valorem installments of real estate taxes and assessments payable thereafter. Purchaser, upon written notice to Vendor and at Purchaser’s expense, may contest on Vendor’s and Purchaser’s behalf, any changes of the assessed valuation of the Real Property. Vendor shall forward or cause to be forwarded to Purchaser a copy of all statements for real estate taxes and assessments on the Premises Real Property payable by Purchaser, as received, and Purchaser shall provide to Vendor upon request evidence of payment of such taxes. Should Purchaser fail to timely pay any personal property real estate taxes assessable on or assessments required under this Section 2 and should Purchaser not rectify the situation within five (5) business days after written notice from Vendor to Purchaser, Vendor shall have the right, without assuming obligation in connection therewith, to pay such real estate taxes and assessments at the sole cost of Purchaser, and all costs incurred by Vendor shall be payable to Vendor by Purchaser within ten (10) days after demand and without prejudice to any personal property located on other rights and remedies of Vendor under this Contract. Notwithstanding the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord foregoing, Purchaser shall have the right to pay such taxes before they become delinquent if Tenant has appeal any tax xxxx so long as Purchaser does not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) cause any assessment or additional tax associated with a change delinquency in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, same or penalties and other liabilities associated with to accrue as a result of the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingssame.

Taxes and Assessments. a. A. Tenant shall pay before delinquency all taxes, assessments, license fees and other charges ("Personal Property Taxes") that are levied and assessed against the Personal Property and all personal property of Tenant located on the Premises which become payable during the Lease Term. B. Tenant shall pay all real property taxes and general and special assessments ("Real Property Taxes") levied and assessed against the Premises during the Lease Term. C. Landlord shall use its best efforts to cause all tax bills to be sent directly to Tenant from the tax collector. Should Landlord not be able to make such arrangements, Landlord shall each year notify Tenant of the Real Property Taxes and Personal Property Taxes, and immediately on receipt of the tax xxxx(s) shall furnish Tenant with a copy thereof. Tenant shall pay the respective taxes not later than five (5) days before the taxing authority's delinquency date as to each installment, and shall promptly furnish Landlord with satisfactory evidence of such payments. D. Tenant's liability to pay Real and Personal Property Taxes shall be prorated on the basis of a 365-day year to account for any fractional portion of a fiscal tax year included in the Lease Term at its commencement or expiration. E. Tenant at its cost shall have the right, at any time, to seek a reduction in the assessed valuation of the Premises or to contest any Real or Personal Property Taxes that are to be paid by Tenant. If Tenant seeks a reduction or contests the Real or Personal Property Taxes, the failure on Tenant's part to pay the Real or Personal Property Taxes shall not constitute a default as long as Tenant complies with the provisions of this subparagraph E. (1) Landlord shall not be required to join in any proceeding or contest brought by Tenant pursuant to this subparagraph E unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding 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 any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment. (2) If Tenant does not pay the Real or Personal Property Taxes when due and Tenant seeks a reduction or contests them as provided in this subparagraph E, before the commencement of the proceeding or contest Tenant shall furnish to Landlord a surety bond equal to one hundred twenty-five percent (125%) of the total amount of Real or Personal Property Taxes in dispute. The bond shall hold Landlord, the Premises and the Personal Property harmless from any damage arising out of the proceeding or contest and shall insure the payment of any judgment that may be rendered. In lieu of a surety bond, Tenant may provide other security satisfactory to Landlord, in Landlord's reasonable discretion. F. Tenant shall, in addition to all other sums, pay all fees for inspection and examination of the Premises during the Lease Term charged by any public authority having jurisdiction over the Premises. In addition, Tenant shall reimburse Landlord for any and all business taxes imposed upon Landlord by the State of California and/or any political subdivision thereof, including taxes which are based on or measured, in whole or in part, by rents received or other amounts charged by Landlord under this Lease; pro- -ivided, however, that Tenant shall only be responsible for the amount of such business tax actually paid by Landlord. Tenant shall not be required to pay any municipal, county, state or federal income or franchise taxes of Landlord, or any municipal, county, state or federal estate, succession, inheritance or transfer taxes of Landlord. G. As used herein, Real Property Tax shall include any form of assessment, license fee, license tax, business license fee, business license tax, commercial rental tax, levy, charge, penalty tax or similar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, as against any legal or equitable interest of Landlord in the Premises, including but not limited to the following: (a) any tax on Landlord's right to rent or other income from the premises or as against Landlord's business of leasing the Premises; (b) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of Real Property Tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election and that assessment, taxes, license fees, levies and special charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and assessments road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants; (c) any assessment, tax, fee, levy or charge measured by the area of the Premises or the rent payable hereunder, including without limitation, any gross income tax or excise tax levied by any taxing authorities against personal property which Tenant owns and/or uses withinthe state, uponcity or federal government, or about any political subdivision thereof, upon or with respect to the possession, operating, management, maintenance, alteration, repair, use or by Tenant of the Premises, or by reason of any portion thereof; and (d) any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the conduct and operation of its business thereonpremises. "Real Property Tax" shall not include without limitation Landlord's federal, including, without limitation, any special assessments state or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) local income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift inheritance or inheritance estate taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. (a) Tenant shall pay prior to delinquency all taxes, license fees, and special charges taxes and assessments which may be levied upon or assessed against the Premises and all taxes and assessments of every kind and nature whatsoever arising in any way from the use, occupancy, possession or transfer of ownership (excluding, however, any documentary stamp or transfer taxes incurred by Landlord (or a successor landlord) in connection with a transfer of ownership) of the Premises or assessed against the improvements situated thereon, together with all taxes levied upon or assessed against Tenant's Property. To that end, Landlord shall not be required to pay any taxing authorities taxes or assessments whatsoever which relate to or may be assessed against personal property which Tenant owns and/or uses withinthis Lease, uponthe Rent and other amounts due hereunder, or about the Premises, improvements and Tenant's Property; provided, however, that any taxes or by reason assessments which may be levied or assessed against the Premises for a period ending after the termination hereof shall be prorated between Landlord and Tenant as of such date. Landlord shall be solely responsible for payment of any (i) income, profit or similar tax that may be imposed upon or assessed against Landlord with respect to the Rent and income derived from this Lease, under any law now in force or hereafter enacted, or (ii) any inheritance, estate, succession, gift or any form of transfer tax which may be assessed or levied on a transfer of the conduct Premises (excluding any real estate assessments based on value after a transfer to a third party), or (iii) assessments pursuant to restrictive covenants which are not Permitted Exceptions or otherwise approved in writing by Tenant. (b) Within thirty (30) days after Tenant receives the paid receipted tax bills for the Premises, Tenant shall furnish Landlord with copies thereof. Tenant may, at its option, contest in good faith and operation by appropriate and timely legal proceedings any such tax and assessment; provided, however, that Tenant shall indemnify and hold harmless Landlord from any loss or damage resulting from any such contest, and all reasonable third party expenses of its business thereon, same (including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any all reasonable third party attorneys' and all ad valorem real estate taxes on the Premises paralegal fees, court and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf other costs) shall be immediately payable to Landlord paid solely by Tenant as Additional Rental. c. Tenant. Notwithstanding the foregoing, in no event shall Tenant shall have no obligation under this Lease be obligated to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift pay or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest respect to any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any costloss, damage or expense, including attorney’s fees, actually and reasonably incurred by expense arising from the gross negligence or willful misconduct of Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. 8.1 Obligation to Pay Taxes and Assessments. Throughout the entire Term, Tenant shall bear, pay and discharge as Additional Charges and not later than the last day on which payment may be made without penalty or interest, any and all taxes, license assessments, charges, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees) and other impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen or unforeseen, and special charges each and assessments levied by any taxing authorities against personal property every installment thereof which Tenant owns and/or uses withinshall or may during or with respect to the Term hereof be charged, laid, levied, assessed, or imposed upon, or about arise in connection with, the Premisesuse, occupancy, operation or by reason possession of the conduct and operation of its Leased Property or any part thereof or the business conducted thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes, all taxes assessable on charged, laid, levied, assessed or imposed in lieu of or in addition to any personal property located on of the Premises on foregoing by virtue of all present or before future laws, ordinances, requirements, orders, directions, rules or regulations of Governmental Agencies, and all assessments and charges imposed pursuant to the Permitted Encumbrances or other documents of record affecting title to the Leased Property (provided however that such documents have been approved by Tenant, which approval shall not unreasonably be withheld, delayed or conditioned provided that the same are appropriate and reasonably necessary in connection with the normal and ordinary course of ownership and use of the Facility), whether or not such Additional Charges become due to and payable during or after the taxing authorityTerm. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership not be responsible for Additional Charges due and payable after the expiration of the Premises; or (iii) governmentally imposed “impact fees” related Term to further improvement of the Premisesextent that the same relate and apply to interests and benefits accruing to Landlord after the Lease Term. Upon payment, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify promptly furnish to Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name satisfactory evidence of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costsall such taxes, interestassessments, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenantimpositions or charges. Tenant shall indemnifyhave no right to approve, defend and hold harmless Landlord from and against nor shall Tenant be obligated for any costamounts due by virtue of, damage any Facility Mortgage or expense, including attorney’s fees, actually and reasonably incurred by other documents relating to indebtedness of Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. As Additional Rent, Tenant agrees to pay to Landlord, or to such person or entity as may be designated by Landlord, promptly as the same become due and payable, all city, county, state, federal, and other taxes, and general and special assessments, levied upon or assessed against the Premises, including any buildings, structures, fixtures, or improvements now or hereafter located thereon. The parties hereto further acknowledge and agree that: (a) Tenant shall pay all taxes, license fees, and special charges taxes and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses withinfederal, uponstate, county, city, or about other govermental subdivision or agency and arising in connection with the occupancy, use, or possession of the premises by Tenant, including any taxes or assessments levied on the rentals paid by Tenant pursuant to this Lease for the occupancy, use or possession of the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers.; b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, (b) Tenant shall have no obligation under this Lease to pay: (i) incomemake any payment of income taxes, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estatefranchise taxes, gift taxes, mortgage taxes, transfer taxes, profit taxes or inheritance taxes; (ii) any assessment other taxes or additional tax associated with a change charges which are based upon or measured by the income of Landlord or any taxes on the assets of Landlord other than Landlord's interest in ownership of the Premises; ; (c) Tenant agrees to deliver to Landlord, without demand, receipts evidencing payment of all such taxes and assessments, promptly following payment thereof by Tenant; (d) All such taxes and assessments for the tax years in which the Lease Term shall commence and terminate shall be equitably prorated between Landlord and Tenant; (e) Notwithstanding anything to the contrary contained in this Lease, either Landlord or (iii) governmentally imposed “impact fees” related Tenant may in good faith and in a lawful manner contest the propriety or legality of any tax assessment, or other similar claim against or relating to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder incident to such contest shall be Additional Rental.paid by the contesting party; e. Tenant may at its sole cost and expense, and in its own name and/or in (f) In the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share event of any excess shall be returned to such contest by Tenant. , Tenant shall indemnify, defend and does hereby indemnify and hold harmless Landlord from and against any costloss or damage to Landlord resulting from the cost of such proceedings, and Tenant shall pay any such tax, assessment, or claim under protest, or take such other steps as may be necessary, to prevent any sale of the Premises or any loss or damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, to Landlord in connection with any such contest, but nothing herein shall create any liability on part of the Tenant for any increases in the assessed valuation of the Premises which might result from such proceedings. (g) In relation to the foregoing, in the event Tenant elects to contest any tax or assessment or relating to the Premises, Landlord agrees to cooperate in good faith with such efforts on part of Tenant, at no cost to Landlord, provided, however, Tenant acknowledges and agrees that Landlord shall have the sole and exclusive right to make decisions regarding any proposed settlement relating to any such taxes or assessments; (h) Landlord acknowledges and agrees that it shall provide Tenant copies of all assessment notices and tax bills Landlord receives with respect to the Premises within 20 days of Landlord's receipt of same and, in any event, before any such tax or assessment is due.

Taxes and Assessments. a. Tenant shall agrees to pay its prorated share of, before delinquency, any and all taxes, license fees, real and special charges and assessments levied by any taxing authorities against personal property taxes levied or assessed and which Tenant owns and/or uses within, upon, or about become payable during the term hereof (commencing with the Commencement Date) upon the Premises, Building and Related Improvements, whether said taxes are assessed against Landlord or Tenant. Tenant agrees to include all Alterations, additions or leasehold improvements made by reason or for Tenant on Tenant's personal property tax return, and if any such Alteration, addition or leasehold improvement is nevertheless included in Landlord's real estate or personal property tax assessment and bill, Xxnant shall reimburse Landlord with respect thereto. Tenant shall only be responsible for that portion of any assessments that shall be due and payable during the lease term (including extensions), assuming the maximum deferment of such assessments under applicable law. In addition to rental and other charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord, upon demand, for any and all taxes assessed against Landlord (other than income taxes) whether or not now customary or within the contemplation of the conduct and operation of its business thereonparties hereto: (i) upon, allocable to, or measured by or on the rental or other charges payable hereunder, including, without limitation, any special assessments sales or charges for water and/or sewers. b. Tenant shall also pay use tax on such rental, or excise tax levied by the State of Wisconsin, any and all ad valorem real estate taxes on political subdivision thereof, or the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due federal government with respect to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay receipt of such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift rental or inheritance taxesother charges or any other similar tax; (ii) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any assessment portion thereof; (iii) upon or additional tax associated with measured by the value of the Premises; (iv) upon or measured by the value of Tenant's personal property or leasehold improvements located in the Premises; (v) upon this transaction or any document to which Tenant is a change party creating or transferring an interest or an estate in ownership of the Premises; or (iiivi) governmentally imposed “impact fees” related upon Tenant's energy consumption (collectively "Taxes"). Tenant shall not have to further improvement reimburse Landlord for any late penalties or default interest arising from the delinquent payment by Landlord of any of the Taxes described in the previous sentence. All Taxes (with the exception of personal property taxes on Tenant's personal property) shall be prorated at the commencement and expiration of the term of this Lease. Tenant shall pay to Landlord in advance on the same dates that monthly installments of rent are due, an amount equal to one-twelfth (1/12th) of the estimated Taxes for the Premises, includingand to the extent received by Landlord, but not limited to, Landlord shall apply the widening of exterior roads, same to the installation of Taxes when or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. before they come due. Tenant shall indemnify Landlord against all taxes (on personal property and real property)have the right, licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole own cost and expense, to initiate and in its own name and/or prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of Taxes assessed to or levied upon the Premises and required to be paid against Landlord's estate and, if required by law, Tenant may take such action in the name of LandlordLandlord who shall cooperate with Tenant to such extent as Tenant may reasonably require; provided, dispute and contest any of the above-described taxeshowever, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. that Tenant shall indemnifyfully indemnify and save Landlord harmless from all loss, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably expense incurred by Landlord, or to be incurred by Landlord or Tenant as Additional Rental, in connection with any such proceedingsa result thereof.

Taxes and Assessments. a. 9.1 During the Term, Tenant shall bear, pay and discharge all real estate taxes, license feesspecial and benefit assessments, and special minor privilege charges, metropolitan district charges and assessments other public charges levied or imposed by any taxing authorities against personal property which Tenant owns and/or uses withingovernmental agency upon or with respect to ownership, upon, use or about occupancy of the Premises, including taxes on rents (whether imposed on Landlord or by reason of the conduct and operation of its business thereonTenant), including, without limitation, any special assessments or charges for water and/or sewersbut excluding taxes identified as income taxes. b. 9.2 All sums payable by Tenant under this Section 9 shall also pay any and all ad valorem be paid prior to accrual of interest or penalty for nonpayment. With respect to real estate taxes on and/or special and benefit assessments and other charges assessed separately and directly to Tenant, Tenant shall furnish Landlord with evidence of payment in the Premises form of copies of the paid receipts promptly after payment. In any case in which Tenant contests in good faith any such imposition Tenant may defer payment to the extent that it is necessary and any personal property taxes assessable on any personal property located on the Premises on or before legally possible to defer the same are due in order to make such contest and diligently pursue the taxing authority. same, but in such event it shall be a condition of Tenant’s privilege to defer any payment, that Tenant shall, if so requested by Landlord, furnish Landlord, with a bond, reasonably satisfactory to Landlord as to surety, in an amount and upon such conditions as shall forward all ad valorem reasonably be necessary to protect the interest of Landlord against any loss or impairment resulting from such delay. 9.3 Upon the Rent Commencement Date, the parties shall take such action as may be necessary or appropriate in order that proposed assessment notices and separate tax bills for the Premises are sent by taxing authorities directly to Tenant, including, if necessary, a designation of Tenant’s address as address of record for the owner for tax assessment and billing purposes. Tenant immediately upon receiptshall promptly furnish to Landlord copies of all such proposed assessment notices and separate tax bills that Tenant receives from the taxing authorities. Landlord Tenant shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on contest the validity and/or seek a reduction of said assessment at Tenant’s behalf sole cost and expense. Tenant shall be immediately indemnify Landlord, for the amount of any interest, penalty and additional cost payable by Landlord as a result of Tenant’s contest of the validity of or attempt to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, reduce such assessment. Tenant shall have no obligation under this Lease the right to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change institute such proceedings in ownership the name of the PremisesLandlord as Tenant may deem necessary to contest the validity or seek a reduction of said assessment; or (iii) governmentally imposed “impact fees” related provided that, if it is necessary to further improvement institute said proceedings in the name of the Premises, including, but not limited toLandlord, the widening Landlord shall be given prior written notice of exterior roadssaid proceedings. Landlord will, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on at Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, execute and in its own name deliver to Tenant such documents and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after information as Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and may reasonably incurred by Landlord, as Additional Rental, require in connection with Tenant’s contest of the validity of or attempt to reduce said assessment. 9.4 Nothing contained in this Lease shall be deemed to include within the definition of the term “real estate taxes” any tax such proceedingsas inheritance, estate, succession, gift and/or federal or state income taxes that are or may be imposed upon Landlord.

Taxes and Assessments. a. In addition to the monthly rental and other charges to be paid by Tenant hereunder, Tenant shall pay reimburse Landlord upon demand for any and all taxes, license feesassessments, and special levies, fees charges and assessments impositions whatsoever levied or imposed or assessed by any taxing authorities against personal property which Tenant owns and/or uses within, upon, authority having the direct or about the Premises, or by reason of the conduct and operation of its business thereon, indirect power to tax including, without limitation, any special assessments city, county, state or charges for water and/or sewers. b. Tenant shall also pay federal government or any and improvement or other assessment district, whether or not consented to or joined in by Landlord, payable by Landlord (other than income taxes, measured by the net income of Landlord from all ad valorem real estate taxes sources), whether or not now customary or within the contemplation of the parties hereto on the Premises date of this Lease: (a) upon, measured by or reasonable attributable to the cost or value of Tenant's equipment, furniture, fixtures and any personal property taxes assessable on any other personal property located on in the Premises on premises or before by the same are due cost or value of any leasehold improvements made in or to the taxing authority. Landlord shall forward all ad valorem tax bills premises by or for the Premises Tenant, other than building standard tenant improvements made by Landlord, regardless of whether title to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf improvements shall be immediately in Tenant or Landlord; (b) upon or measured by the rental payable hereunder including. without limitation, any gross income tax or excise tax levied by any city, county, state, federal or other governmental body with respect to the receipt of such rental; (c) upon or with respect to the possession, leasing, operation, management, maintenance, improvement, alteration, repair, use or occupancy by Tenant of the premises or portion thereof; (d) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the premises. In the event that it shall not be lawful for Tenant so to reimburse Landlord, the monthly rental payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rentalrevised to net Landlord the same net rental after such Imposition as would have been payable to Landlord prior to such Imposition. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant agrees to pay Landlord as additional rent for the Premises, during each calendar year of Term, all real estate taxes, charges and assessments, special or otherwise, levied upon or with respect to the Premises, the building of which the Premises are a part or the tax parcel upon which the Premises are located, imposed by federal, state or local governments (excluding income, franchise, capital stock, estate or inheritance taxes or taxes based on receipt of rentals, unless the same shall be in substitution for or in lieu of a real estate tax or assessment) and any personal property taxes imposed on the fixtures, machinery, equipment, apparatus, systems and appurtenances in, upon or used in connection with the operation of the building of which the Premises are a part (“Taxes”). If because of any change in the method of taxation of real estate any other or additional tax or assessment is imposed upon Landlord, the Premises, or the rents or income from the same, or in substitution for or in lieu of any tax or assessment that would otherwise be a real estate tax or personal property tax of the type described above, then the other or additional tax or assessment shall also be deemed a real estate tax and included within Taxes.” In the event the tax assessment on the tax parcel of which the Premises are a part is increased at any time as a result of any alterations, additions or improvements made by Tenant, or by Landlord at Tenant’s request, to the Premises, Tenant shall be responsible for the payment of all such increases (the “Improvement Tax”) as additional rent. Tenant shall promptly pay when due all taxes, license fees, and special charges taxes and assessments levied by any taxing authorities against personal public authority on Tenant’s trade fixtures, equipment and other property which of Tenant owns and/or uses within, upon, located on or about the Premises, Premises and all other taxes occasioned by its business or by reason use of the conduct Premises. Tenant shall pay before delinquency any and operation of its business thereonall taxes, includingassessments, without limitationlicense fees and public charges levied, any special assessments assessed or charges for water and/or sewers. b. imposed and which become payable during the Term upon Tenant’s fixtures, furniture, appliances and personal property installed or located in or on the Premises. Tenant shall also pay any and all ad valorem real estate franchise taxes, business taxes on or other similar taxes which may be levied or imposed upon the Premises or the business carried on therein and also all other taxes and rates which are or may be payable by Tenant. Should any personal property taxes assessable on any personal property located on governmental taxing authority levy, assess or impose a tax and/or assessment (other than a net income tax) upon or against the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to rentals payable by Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding and/or against the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for gross receipts received by Landlord from Tenant, either by way of substitution for or in addition to any existing tax on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord land or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenantbuildings or otherwise. Tenant shall indemnifybe responsible for and pay such tax or assessment, defend and hold harmless or shall reimburse Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlordfor the amount thereof, as Additional Rentalthe case may be, in connection with any such proceedings.as additional rent, within thirty (30) days of receipt of a xxxx therefore from Landlord

Taxes and Assessments. a. During the Term, Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes and assessments for Tenant's personalty and business equipment on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authorityPremises. Landlord Tenant shall forward also pay as additional rent all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such real property taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift general and special assessments levied or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of assessed against the Premises; . Upon receipt of each bill xxx any tax or (iii) governmentally imposed “impact fees” related to further improvement of assessment against the Premises, including, but not limited to, Landlord shall advise Tenant in writing of the widening amount of exterior roads, the installation of such tax or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalfassessment, and Tenant shall indemnify pay such tax or assessment to Landlord against all costs together with an in addition to and expenses (including attorney fees) as a part of the monthly installment of Base Rent next becoming due. Tenant's share of any tax or assessment for the year in connection with same. Amounts due Landlord hereunder which the Lease Term commences shall be Additional Rental. e. Tenant may at its sole cost and expenseprorated from the Commencement Date, and Tenant's share of any such tax or assessment for the year in its own name and/or which the Lease Term ends shall be prorated from the Commencement Date, and Tenant's share of any such tax or assessment for the year in which the Lease Term ends shall be prorated to the date upon which the Lease term ends. Landlord represents and warrants that Landlord has no knowledge of any present or future general or special assessments which are or will be levied against the Premises, provided that Tenant acknowledges that general or special assessments may be levied against the Premises in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem future. Tenant shall not be liable for increases in real estate taxes attributable to additional improvements to the Premises that are constructed by appropriate proceedings diligently conducted in good faithor at the request of Landlord after the first tax year included within the terms of this Lease, but only after unless the additional improvements are constructed for Tenant's sole benefit. There shall be excluded from the tax bill xx which Tenant has deposited with contributes income, excess profits, estate, single business, inheritance, succession, transfer, franchise, capital or other tax assessments upon Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsBase Rent payable under this Lease.

Taxes and Assessments. During the Term: a. Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant Xxxxxx owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and TenantXxxxxx’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. (a) Tenant agrees to pay all Taxes (as hereinafter defined) assessed against the Premises during the Lease Term and a pro rata portion of any installments of Taxes in the years in which the Commencement Date and expiration date of this Lease occur, such pro rata share to be determined as of the Commencement Date and expiration date in accordance with the customary method of prorating real estate taxes of the taxing district in which the Premises are situated. Tenant shall not be obligated to pay any installment of any special assessment that may be assessed, levied or confirmed during the Lease Term, but does not fall due and is not required to be paid until after the expiration of this Lease, except for a pro rata share of the installments of any Taxes becoming payable following the expiration of this Lease and applicable to a period falling within the Lease Term and unless Tenant exercises the Purchase Option. Any and all taxes assessed against Personal Property, as defined below, shall be the responsibility of Tenant. (b) As used in this Lease, the term "Taxes" means all taxes, license feesassessments and levies (but specifically excluding any costs or charges in connection with environmental claims for which Landlord is responsible under the Asset Purchase Agreement), and special charges and assessments whether general or special, ordinary or extraordinary, of every nature or kind whatsoever that may be taxed, charged, assessed, levied or imposed at any time during the Lease Term by any taxing authorities governmental authority upon or against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on (i) the Premises and any personal property taxes assessable on any personal property located on or, (ii) this Lease or the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under leasehold estate created by this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing. Notwithstanding, Tenant shall have no obligation under this Lease not be required to pay: (i) income, profits, intangible, documentary stamps, pay any franchise, corporate, capital stock, succession, estate, gift inheritance, transfer, income or inheritance taxes; (ii) any assessment or additional similar tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installationson Landlord. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. 8.1 Tenant agrees to pay, prior to delinquency, any and all taxes and assessments levied or assessed during the term hereof upon or against (i) all furniture, fixtures, equipment and any other personal property installed or located within the Premises, (ii) all alterations, additions or improvements of whatsoever kind or nature, if any, made by Tenant to the Premises, and (iii) the rentals and other charges payable hereunder by Tenant to Landlord (other than Landlord’s Federal and State income taxes thereon). If at any time during the term of this Lease any of such taxes or assessments are levied or assessed upon or against the land and buildings or any part thereof comprising BACSS Building, Tenant shall pay to Landlord the amount thereof. 8.2 Tenant agrees to pay unto Landlord the percentage specified in Section 1.7 hereof, of all taxes, license fees, and special charges real estate taxes and assessments levied by or assessed during the term hereof upon or against the land and buildings or any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about part thereof comprising the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem Building. Said real estate taxes on and assessments levied or assessed for the Premises fiscal tax year in which the term of this Lease commences and for the fiscal tax year in which the term of this Lease ends shall be pro-rated. As used herein ”taxes” shall mean real estate taxes, assessments and special assessments imposed upon said land or building by any governmental bodies or authorities including, by way of illustration and not by way of limitation, real and personal property taxes, improvement district assessments and Municipal transportation subsidies payable to Landlord and any tax (other than a tax related to net profit or profits) levied wholly or partially in lieu of real or personal property taxes. 8.3 In the event Landlord contests any real estate taxes assessable on any personal property located on or assessments levied or assessed during the Premises on term hereof upon or before against said building and/or land, Landlord will give Tenant prior notice of the same are due plan and/or approximation of the costs of such a contest and give Tenant an option to either to pay unto Landlord the taxing authority. percentage set forth in Section 1.7 hereof of all costs incurred by Landlord shall forward all ad valorem tax bills for in connection with the Premises to Tenant immediately upon receipt. contest, or pay the real estate taxes or assessments levied or assessed during the term hereof in accordance with the percentage set forth in Section 1.7 and forego participating in the contest. 8.4 Landlord shall have the right to pay such xxxx Tenant for any amount payable by Tenant to Landlord under this Section in periodic installments, from time to time, but not more often than monthly. In the event the amount of the real estate taxes before they become delinquent if Tenant and assessments for any fiscal tax year upon or against the Building and the land underlying the Building has not paid as required under this Leasebeen made known to Landlord by the assessor at the time of billing, Landlord shall have the right to estimate the amount thereof, provided that Landlord informs Tenant of the method used to arrive at the estimate to the Tenant, and to base its billing to Tenant upon said estimated amount and in such event Landlord agrees to adjust such billing when the actual amount of such real estate taxes and assessments is made known to Landlord by the assessor. In the event the estimate of the real estate taxes and assessments in greater than the actual amount of taxes and assessments for a given fiscal year, Landlord agrees to provide to Tenant a refund equal to the estimate amount that Tenant had already paid to Landlord less the actual amount of the real estate taxes and assessments within ten (10) days after Landlord receives notice of the actual amount of real estate taxes and assessments. Similarly, in the event the estimate of the real estate taxes and assessment is less than the actual amount of taxes and assessments for a given fiscal year, Tenant agrees to provide to Landlord an additional payment on Tenant’s behalf shall be immediately equal to the actual amount of real estate taxes and assessments less the estimate <Initials> 4 <Initials> amount that Tenant had already paid to Landlord within ten (10) days after Landlord receives notice of the actual amount of real estate taxes and assessments. The failure of Tenant to pay amount payable to Landlord under this Section within ten (10) days after receipt by Tenant from the Landlord of a xxxx therefore shall carry with it the same consequences as Additional Rentalfailure to pay any installment of rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay its pro rata share of any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Tenant’s pro rata share shall be 41.8% as calculated by dividing the total rentable square footage of the building (10,085 square feet) by the square footage of the Tenant’s space (4,211 square feet). Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. The estimation for year one shall be $1 per square foot, which shall be paid monthly by Tenant as part of the triple net expenses. Tenant shall have the option to request backup for all of the taxes in order to verify the Tenant’s portion, and Landlord shall provide the information within 10 business days after the request has been received. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay its pro rata share of any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Tenant’s pro rata share shall be 14.8% as calculated by dividing the total rentable square footage of the building (17,810 square feet) by the square footage of the Tenant’s space (2,642 square feet). Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. The estimation for year one shall be $1 per square foot, which shall be paid monthly by Tenant as part of the triple net expenses. Tenant shall have the option to request backup for all of the taxes in order to verify the Tenant’s portion, and Landlord shall provide the information within 10 business days after the request has been received. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s 's share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. A. Tenant shall pay before delinquency any and all taxes, assessments, license feesfees and public charges levied, assessed or imposed upon or against Tenant's fixtures, equipment, furnishings, furniture, appliances and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, installed or about located on or within the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. . Tenant shall also pay any cause said fixtures, equipment, furnishings, furniture, appliances and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on to be assessed and billed separately from the real property of Landlord. If any of Tenant's said personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoingassessed with Landlord's real property, Tenant shall have no obligation under this Lease pay to payLandlord the taxes attributable to Tenant within ten (10) days after receipt of a written statement from Landlord setting forth the taxes applicable to Tenant's property or ten (10) days prior to delinquency, whichever is later. B. All Real Property Taxes shall be paid by Landlord and shall be included in Operating Expenses described in Paragraph 3 above. The term "Real Property Taxes," as used herein, shall mean and include: (i) incomeall taxes, profitsassessments, intangiblelevies and other charges of any kind or nature whatsoever, documentary stampsgeneral and special, franchiseforeseen and unforeseen (including without limitation, corporateall installments of principal and interest required to pay any general or special assessments for public improvements, capital stock, succession, estate, gift or inheritance taxes; (ii) and any assessment or additional tax associated with a increases resulting from reassessments caused by any change in ownership of the Premises or otherwise) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy, or use of all or any portion of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Premises; and landscaping areas, walkways, parking areas, public utilities, or energy within the Premises; and (ii) all costs and fees (including reasonable attorneys' fees) incurred by Landlord or Tenant in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the term of this Lease the taxation or assessment of the Premises prevailing as of the Commencement Date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord's interest therein or (iiiii) governmentally imposed “impact fees” related on or measured by the gross receipts, income or Rentals from the Premises, on Landlord's business of leasing the Premises, or based on parking, employment, production or the like at the Premises, or computed in manner with respect to further improvement the operation of the Premises, includingthen any such tax or charge, but not limited tohowever designated, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in included within the name of Landlord, dispute and contest any meaning of the above-described taxesterm "Real Property Taxes" for purposes of this Lease. If any Real Property Tax is based in part upon property or rents unrelated to the Premises, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but then only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, that part of such Real Property Tax that is fairly allocable to the amount so contested and unpaid which Premises shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until included within the termination meaning of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsterm "Real Property Taxes."

Taxes and Assessments. a. Tenant shall pay all taxes assessed against the buildings and improvements owned by the Tenant and the other property of Tenant located upon the Property, promptly as the same become due. Tenant shall pay all assessments hereafter levied against the Property, or a portion thereof, during the term of this Lease, including assessments coming due to any special purpose governmental district; provided, however, if the assessment is payable in installments, whether or not interest shall accrue on the unpaid installments, the Tenant may pay the assessments in installments as they become due, provided that the Tenant's obligation to pay the assessments levied during the term of the Lease, even though paid in installments, shall survive the termination or expiration of this Lease. 7.1 Tenant may contest the legal validity or amount of any taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges which Tenant is responsible for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and may institute such proceedings as Tenant considers necessary. If Tenant contests any such tax, assessment or charge, Tenant may withhold or defer payment on Tenant’s behalf or pay under protest but shall be immediately payable to Landlord by protect Port and the Property from any lien. Port appoints Tenant as Additional RentalPort's attorney-in-fact for the purpose of making all payments to any taxing authorities and for the purpose of contesting any taxes, assessments or charges. c. Notwithstanding 7.2 In the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift event the Port minimizes or inheritance taxes; (ii) removes any assessment or additional tax associated with a change in ownership portion of the Premises; Property from the Lease or (iii) governmentally imposed “impact fees” related to further improvement cancels the Lease within the lease term, the Port will reimburse the Tenant for the farming costs incurred, for that crop year only, for any portion of the PremisesProperty which is removed from the Lease. The Port will reimburse the Tenant for actual costs, includingfor that crop year only, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated substantiated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingspaid receipts.

Taxes and Assessments. a. Subject to the provisions of Section 14.01 hereof (concerning "Permitted Contests"), Tenant covenants and agrees to discharge and pay before the same become delinquent and before any fine, penalty, or interest may be added for nonpayment, any and all taxes, assessments, license or permit fees, special district or community improvement district assessments, excises, imposts and charges of every nature and classification (all or any one of which are hereinafter referred to as "Taxes") that at any time during the Term are levied, assessed, charged or imposed upon Landlord's fee simple and/or reversionary interest in the Premises, the Premises themselves, the Improvements, this Lease, the leasehold estate of Tenant created hereby or any Rent or Additional Rent reserved or payable hereunder (including any gross receipts or other taxes levied upon, assessed against or measured by the Rent or Additional Rent); provided, however, Tenant shall not be obligated to pay any municipal, state or federal income tax imposed on Landlord, and Tenant shall not be obligated to pay any amounts levied upon Landlord as a franchise, estate, gift, inheritance, succession or capital levy tax. Notwithstanding the foregoing to the contrary, if at any time after the execution of this Lease the methods of taxation prevailing at the execution of this Lease shall be altered so that any imposition, which at the date hereof or during the Term is or shall be levied, assessed or imposed on real estate and the improvements thereon, is thereafter levied, assessed or imposed wholly or partially on the rents received from real estate or the improvements thereon, or as a tax assessment, levy or license fee (regardless of the form and regardless of the taxing authority) upon Landlord measured by Rent and Additional Rent payable under this Lease, then all such substitute or additional taxes, assessments, levies or license fees shall be deemed to be included with the meaning of the term "Taxes" for purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Taxes. Landlord shall use reasonable efforts to obtain from the taxing authorities a separate tax parcel assessment for the Premises (and Improvements located thereon) and to cause Tenant to be named as the party to whom all taxes, license fees, and special charges such bills and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses withinshould be sent. If such separate assessment shall be obtained, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due Taxes directly to the taxing authority. Landlord If such separate assessment shall forward all ad valorem tax bills for not be obtained, notwithstanding Landlord's reasonable efforts to obtain the same, the valuation placed on the Premises to Tenant immediately upon receipt. Landlord shall have and the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf Improvements by the applicable taxing authority shall be immediately used as the appropriate standard for determining the Taxes payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoingTenant. If this valuation is not available, Tenant shall have pay a share of the Taxes included in Landlord's tax bill, xxich share shall be determined in a fair and equitable manner, giving consideration to the value of the various improvements on the real property covered by such tax bill (Xxndlord and Tenant acknowledging that for the calendar year 1998, no obligation under this Lease improvements were located on the Site as of January 1, 1998, the effective date of the tax assessment and the date as of which such improvements value for 1998 is to pay: (i) incomebe determined for purposes of allocating 1998 taxes). If the Premises are not separately assessed, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated Landlord shall notify Tenant of Tenant's proportionate share of the Taxes and will furnish Tenant with a change in ownership copy of the Premises; or tax bill xxxhin fifteen (iii15) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for days after receipt by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenantthereof. Tenant shall indemnify, defend and hold harmless pay its share of the Taxes as set forth above to Landlord from and against any cost, damage not later than ten (10) days before the taxing authority's delinquency date or expense, including attorney’s fees, actually and reasonably incurred by ten (10) days after receipt of a bill xxxm Landlord, whichever is later. In no event shall Tenant be liable for interest or penalties for Landlord's failure to pay the Taxes prior to delinquency, unless Tenant fails to timely pay its share of such Taxes as Additional Rental, in connection with any such proceedingsprovided above.

Taxes and Assessments. a. (a) Tenant shall pay directly to the taxing authority on or before the date due all real property taxes, assessments and public charges levied or assessed against the Parking Premises, except that Tenant’s liability for such taxes, assessments and public charges shall be prorated for any partial tax year in which the Term begins or ends. To the maximum extent possible, such tax bills shall be mailed directly from the taxing authority to Tenant and Tenant shall pay all such taxes, license fees, assessments and special public charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due directly to the taxing authority. (b) Landlord intends for the Parking Premises to become a separate tax parcel. Landlord shall forward all ad valorem tax bills for shall, as provided by Section 6 of the Parking Lot Easement, promptly submit, in conjunction with PDC, an application, and make commercially reasonable efforts, to cause the Parking Premises to become a separate tax parcel on or before June 30, 2010 so that it is assessed and billed independently from the balance of the Grantor Property (as such term is defined in the Parking Lot Easement). To the extent Landlord is unsuccessful in making the Parking Premises a separate tax parcel, the taxes and assessments shall, as provided in Section 6 of the Parking Lot Easement, be allocated between the Parking Premises and the balance of the Grantor Property proportionately based on the respective real market values of the land and improvements on each such property as reflected in the records of the Multnomah County Division of Assessment and Taxation, except that the assessments of the Multnomah County Drainage District shall be allocated based on the respective square footage of land area of each property. (c) If available by law, rule, or order of the taxing authority, Tenant immediately upon receiptmay make tax payments owing under this Section 5.2 in installments. Landlord shall have Tenant may contest the right validity of an assessment against the Parking Premises as long as (i) Tenant deposits with an escrow agent approved by Landlord, irrevocable instructions to pay such taxes before they become delinquent if Tenant has not paid as required under this Leaseto the taxing authority upon written instruction from Landlord, sufficient funds to satisfy any amount determined to be owing at the conclusion of the proceeding to contest the assessment, and such payment on Tenant(ii) Landlord’s behalf shall be immediately payable to Landlord by Tenant as Additional Rentalinterest in the Parking Premises or Parking Lot Easement is not jeopardized. c. Notwithstanding the foregoing(d) Upon request, Tenant shall have no obligation under this Lease provide to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership Landlord reasonable evidence of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costsall taxes, interest, penalties assessments and other liabilities associated with the proceedings), and Tenant’s share of any excess shall public charges required to be returned to Tenant. paid by Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsunder this Section 5.2.

Taxes and Assessments. a. 13.1 Landlord shall pay and discharge all Taxes (as defined in Section 7.1(a)) as they become due, promptly and before delinquency, subject to reimbursement by Tenant as Operating Expenses under Section 7.1, saving and excepting only those taxes in Section 7.1 specifically excepted. 13.2 If the right is given to pay either in one sum or in installments, Landlord or Tenant may elect to pay in installments, and its election shall be binding on the other. If by making an election to pay in installments, any of the installments shall be payable after the termination of this Lease or any extended term thereof, the unpaid installments shall be prorated as of the date of termination, and amounts payable after said date shall be paid by Landlord. All other taxes and charges payable under this Article 13 shall be prorated as of and payable at the commencement and expiration of the term of this Lease, as the case may be. Landlord shall not during the term of this Lease undertake any action to place any special assessments, levies or charges on the Premises without first obtaining the prior written approval of Tenant, other than those due to new construction and those imposed by the City of San Diego or other government entity over which Landlord has no control. If Landlord does undertake such action without Tenant's approval, Landlord, and not Tenant, shall pay any special assessments, levies or charges sought by such action. 13.3 Any and all rebates on account of taxes, rates, levies, charges or assessments required to be paid and paid by Landlord and reimbursed as Operating Expenses by Tenant under the provisions of this Lease shall belong to Tenant, and Landlord will, on the request of Tenant, execute any receipts, assignments, or other acquittances that may be necessary in order to secure the recovery of the rebates, and will pay over to Tenant any rebates that may be received by Landlord. 13.4 Tenant shall pay all taxesnot less than ten (10) days before delinquency taxes levied against any improvements, license feesfixtures, equipment and special charges and assessments levied by any taxing authorities against personal property which of Tenant owns and/or uses within, upon, in or about the Premises. 13.5 If Tenant shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental charge herein agreed to be paid by reason Tenant, Tenant shall be permitted to do so, and Landlord shall defer the payment of said tax or charge, the validity or amount of which Tenant is so contesting, until final determination of the conduct and operation of its business thereoncontest, including, without limitation, any special assessments or charges for water and/or sewers. b. upon Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due giving to Landlord written notice thereof prior to the taxing authoritycommencement of any contest, which shall be at least fifteen (15) days prior to delinquency, and by protecting Landlord on demand by a good and sufficient surety bond (or cash deposit to the Tax Account described in Section 13.7 in lieu thereof) against any tax, levy, assessment, rate or governmental charge, and from any costs, penalties, interest, liability, or damage arising out of a contest. Landlord shall forward all ad valorem tax bills for the Premises not be required to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord join in any proceeding or contest brought by Tenant as Additional Rental. c. Notwithstanding unless the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift provisions of any law require that the proceeding or inheritance taxes; (ii) any assessment contest be brought by or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord. In that case, dispute and Landlord shall join in the contest or permit it to be brought in Landlord's name so long as Landlord is not required to bear any costs. Tenant, on final determination of the abovecontest, shall immediately pay or discharge any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment. 13.6 Landlord may, and at Tenant's request shall, no more often than once every two years, apply for a re-described taxesdetermination of the assessed value of the Premises for property tax purposes, license in which event Landlord shall engage the services of a commercial firm in the business of seeking re-determinations of assessed values, and shall agree to compensate such firm for its services contingent upon the success achieved. If after prosecuting any such application the resulting property tax is less than it otherwise would have been, Tenant shall reimburse Landlord for all expenses incurred in such protest, including reasonable attorney's fees and experts' fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, up to an amount equal to but only after not to exceed the property tax savings during the remainder of the Lease term. Tenant has deposited with agrees to pay all such sums to Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, within ten (10) days following notice to Tenant from Landlord stating the amount so contested and unpaid which due. 13.7 Within two (2) business days following receipt from Tenant, Landlord shall be held deposit property taxes paid by Landlord (if Landlord is so chosen to hold such deposited funds) in an Tenant as part of Operating Expenses into a separate, segregated, insured, interest-bearing bank account until the termination of the proceedingslabeled "SGS-THOMSON Microelectronics, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid Inc. Tax Account" (plus any court costs, interest, penalties and other liabilities associated with the proceedings"Tax Account"), and Tenant’s share of any excess shall hold such taxes in the Tax Account in trust for Tenant until they are due and paid to the tax collector. All interest earned on the Tax Account shall be returned paid periodically to Tenant. Tenant In the event that any mortgage encumbering the property requires property taxes to be impounded with the mortgagee, notwithstanding the foregoing Landlord may deliver the property tax deposits to such mortgagee rather than deposit them into the Tax Account. Once each calendar month Landlord shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsprovide a copy of the statement of the Tax Account to Tenant.

Taxes and Assessments. a. a) As further consideration for this Lease, Tenant shall covenants and agrees to bear, pay and discharge at least fifteen (15) days before delinquency thereof, as additional rent, all taxestaxes and assessments, license feesgeneral and special, and special charges which may be taxed, charged, levied, assessed or imposed upon or against or be payable for or in respect of the Premises or any part thereof or the Improvements or any other improvements at any time thereon, including any time thereon, including any new taxes and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason not of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on kind enumerated above to the Premises and any personal property taxes assessable on any personal property located on the Premises on or before extent that the same are due to the taxing authoritymade, levied or assessed in lieu of any taxes or assessments now customarily levied against real estate or personalty. Landlord shall forward all ad valorem tax bills Taxes and assessments for the Premises to year in which the Term commences, if not theretofore paid by Landlord or Tenant immediately under the Original Lease, will be prorated between Landlord and Tenant for such year based upon receiptthe Commencement Date. Taxes and assessments for the year in which this Lease expires or terminates shall be prorated between Landlord and Tenant as of such date of expiration or termination. In the event the amount of such taxes and assessments for such year of termination cannot be ascertained as of said date of termination, proration shall be made on the basis of the taxes and assessments for the preceding year. b) Tenant shall have the right right, in its or Landlord’s name, to contest the validity of any tax or assessment which Tenant is required to bear, pay and discharge hereunder, by appropriate legal proceeding, provided that Tenant, before instituting any such taxes before they become delinquent if Tenant has not paid as required under this Leasecontest, gives Landlord written notice of its intention to do so, and such payment on Tenant’s behalf shall be immediately payable to if requested in writing by Landlord, deposits with Landlord by Tenant as Additional Rental. c. Notwithstanding a surety bond in the foregoingsum of at least one hundred ten percent (110%) of the amount of the tax or other imposition so contested, conditioned upon payment, if so adjusted, of the contested tax or assessment, together with all interest and penalties accruing thereon and costs of suit. Tenant shall have no obligation diligently prosecute any such contest, at all times effectually stay or prevent any official or judicial sale therefore, under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift execution or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalfotherwise, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in pay any final judgment enforcing the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord tax or with an applicable competent authority, in Tenant’s reasonable discretion, the amount assessment so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsthereafter promptly procure record satisfaction thereof.

Taxes and Assessments. a. Subject to timely receipt by Tenant shall of all tax bills, Tenant covenants and agrees to discharge and pay before the same become delinquent and before any fine, penalty, or interest may be added for nonpayment, any and all taxes, assessments, license or permit fees, excises, imposts and special charges of every nature and assessments levied by classification (all or anyone of which are hereinafter referred to as "Taxes") that at any taxing authorities against personal property which time during the Term are levied, assessed, charged or imposed upon the Property, this Sublease, the leasehold estate of Tenant owns and/or uses withincreated hereby, upon, and any improvements now or about hereafter located upon the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Property. Tenant shall also pay promptly forward to Landlord copies of any and all ad valorem real estate taxes on the Premises and xxxx or assessment respecting any personal property taxes assessable on any personal property located on the Premises on or before the same are due to Taxes upon Tenant's receipt thereof from the taxing authority. Likewise, Landlord shall forward all ad valorem tax bills promptly furnish to Tenant copies of any xxxx or assessment respecting any Taxes upon Landlord's receipt thereof from the 1:a,xing authority. Upon request of Landlord, Tenant agrees to furnish and deliver to Landlord receipts evidencing the payment of any Taxes. Any Taxes for the Premises to Tenant immediately upon receipt. Landlord shall have year in which the right to pay such taxes before they become delinquent if Tenant has not paid as required under Term of this Lease, Sublease commences and such payment on Tenant’s behalf the year in which it terminates or expires shall be immediately payable to prorated .3- 2044792 vOS on a daily basis between Landlord and Tenant. Tenant shall be responsible for insuring that the Property and any Improvement thereto are separately assessed by Tenant as Additional Rental. c. Notwithstanding the foregoingappropriate taxing authorities. In the event, during the Term hereof, the Property is not separately assessed, Tenant shall have no obligation under this Lease to pay: (i) incomepay its proportionate share of any taxes or other charges, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with based on a change in ownership fair and equitable division of such taxes based on relative market valuation of the Premises; or (iii) governmentally imposed “impact fees” related taxed properties. If Tenant fails to further improvement pay any Taxes when due, Landlord, without declaring a default hereunder and without relieving Tenant of the Premisesany liability hereunder, includingmay, but shall not limited be obligated to, the widening of exterior roadspay any such Taxes and any amount so paid by Landlord, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against together with all costs and expenses (including attorney fees) incurred by Landlord in connection with same. Amounts due Landlord therewith, shall constitute Rent hereunder and shall be Additional Rental. e. paid immediately by Tenant may to Landlord on demand with interest thereon at its sole cost and expense, and the Default Rate (as defined in its own name and/or in Section 10.3 below). Tenant's obligation to pay Taxes which accrue during the name of Landlord, dispute and contest Term shall survive any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsthis Sublease.

Taxes and Assessments. a. (a) The Leased Premises shall be assessed separately from other property of Landlord. Throughout the Primary Term and all applicable extended terms, in addition to the rental payments specified above, and provided that Landlord furnishes Tenant prompt notice of all tax bills for same, Tenant shall pay before the same become delinquent, all ad valorem taxes, user fees and other charges which may be levied or assessed against, upon or with respect to the Leased Premises by any state, county, city or other governmental agency or taxing authority, whether levied against Landlord or Tenant at any time or times and whether levied against the land, buildings or improvements of the Leased Premises, and shall furnish written evidence satisfactory to Landlord that all of same have been paid. Also, Tenant shall pay all taxestaxes and assessments that may be lawfully charged, assessed, or levied upon or with respect to the Improvements and any trade fixtures, equipment or other property of Tenant situated in or upon the Leased Premises at any time or times and all license fees, sales and special charges and assessments levied by any taxing authorities against personal property use taxes which may be lawfully imposed upon or with respect to the business or operations of Tenant owns and/or uses within, upon, in or about on the Leased Premises, and save Landlord harmless from same. All taxes and charges levied or by reason assessed against, upon or with respect to the Leased Premises and the Improvements for the first and last years of this Lease shall be prorated between the parties as of the conduct date of this Lease and operation the date of its business thereontermination, including, without limitation, any special assessments or charges for water and/or sewersrespectively. b. (b) Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift contest or inheritance taxes; (ii) protest any assessment or additional for taxes for which Tenant is liable hereunder, provided that Tenant takes such action as is necessary to postpone foreclosure of any tax associated with a change in ownership lien resulting from any non-payment of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalftaxes, and Tenant shall indemnify Landlord against agrees to pay all costs or any portion of such taxes which may be finally determined to be due and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rentalpayable. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant 15.1 As additional rental under this Lease Agreement, Lessee shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, charges, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses withinmunicipal liens, uponlevies, excises, or about imposts, whether general or special, or ordinary or extraordinary, of every name, nature, and kind whatever, including all governmental charges of whatever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge on or against the demised Premises, or any part of the demised Premises, the leasehold of Lessee in and under this Lease Agreement, the Premises described in this Lease Agreement, any building or buildings, or any other improvements now or hereafter on the demised Premises, or on or against Lessee’s estate created by this Lease Agreement that may be a subject of taxation, or on or against Lessor by reason of its ownership of the conduct fee underlying this Lease Agreement, during the entire term of this Lease Agreement, excepting only those taxes specifically excepted below. 15.2 Specifically and operation without in any way limiting the generality of the provisions of Paragraph 15.1 of this section, Lessee shall pay all special assessments and levies or charges made by any municipal or political subdivision for local improvements, and shall pay the same in cash as they shall fall due and before they shall become delinquent and as required by the act and proceedings under which any such assessments or levies or charges are made by any municipal or political subdivision. If the right is given to pay either in one sum or in installments, Lessee may elect either mode of payment and its business thereonelection shall be binding on Lessor. If, including, without limitationby making any such election to pay in installments, any special assessments of the installments shall be payable after the termination of this Lease Agreement or any extended term of this Lease Agreement, the unpaid installments shall be prorated as of the date of termination, and amounts payable after that date shall be paid by Lessor. All of the taxes and charges for water and/or sewersunder this Section 13 shall be prorated at the commencement and expiration of the term of this Lease Agreement. b. Tenant 15.4 In spite of anything in this section to the contrary, Lessee shall also not be required to pay any estate, gift, inheritance, succession, franchise, income, or excess profits taxes that may be payable by Lessor or Lessor’s legal representative, successors, or assigns, nor shall Lessee be required to pay any tax that might become due on account of ownership of property other than that leased in this Lease Agreement which may become a lien on or collectable out of the property leased under this Lease Agreement. 15.5 If Lessee shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental charge agreed in this section to be paid by Lessee, Lessee shall be permitted to do so, and all ad valorem real estate taxes to defer payment of such tax or charge, the validity or amount of which Lessee is so contesting, until final determination of the contest, on giving to Lessor written notice prior to the commencement of any such contest, which shall be at least fifteen (15) days prior to delinquency, and on protecting Lessor on demand by a good and sufficient surety bond against any such tax, levy, assessment, rate, or governmental charge, and from any costs, liability, or damage arising out of any such contest. 15.6 All rebates on account of any taxes, rates, levies, charges, or assessments required to be paid and paid by Lessee under the provisions of this Lease Agreement shall belong to Lessee, and Lessor will, on the Premises request of Lessee, execute any receipts, assignments, or other documents that may be necessary to secure the recovery of any rebates, and will pay over to Lessee any personal property taxes assessable on any personal property located on the Premises on rebates that may be received by Lessor. 15.7 Lessee shall obtain and deliver receipts or before the same are due to the taxing authority. Landlord shall forward duplicate receipts for all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as taxes, assessments, and other items required under this LeaseLease Agreement to be paid by Lessee, promptly on payment of any such taxes, assessments, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rentalother items. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. In addition to Basic Rent, Tenant shall pay all real estate taxes, license feesgeneral and special assessments, personal property taxes, and special other public charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses withinare assessed, uponlevied, confirmed, or about imposed upon the PremisesPremises during the Lease Term, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate sales taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) that are now or hereafter may be payable in connection with same. Amounts due the Basic Rent payable hereunder during the Initial Lease Term and any Renewal Term (other than income taxes owing by Landlord hereunder as a result of Tenant’s payment of Basic Rent hereunder). 3.3.1 Any taxes and assessments relating to a fiscal period of any authority, a part of which is already included within the Initial Lease Term or any Renewal Term and a part of which is included in a period of time before or after the Initial Lease Term or any Renewal Term, shall be Additional Rentaladjusted pro rata between Landlord and Tenant and each party shall be responsible for its pro rata share of any such taxes and assessments. e. 3.3.2 Nothing herein shall require Tenant to pay income taxes assessed against Landlord, or estate, succession or inheritance taxes of Landlord. 3.3.3 Tenant may at its sole cost and expensecontest, and in its own name and/or or in the name of Landlord, dispute and contest with Landlord’s cooperation, which Landlord agrees to give, the legality or validity of any such tax or assessment or of any law under which the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted same shall be imposed. This must be done in good faith, but only after with due diligence, and at Tenant’s own expense. If Tenant has deposited does so contest such tax or assessment beyond the time limit for payment thereof by Tenant, Tenant shall do one of the following: Tenant may pay such amount under protest; procure and maintain a stay of all proceedings with adequate bond to enforce collection of such tax or assessment; or deposit with Landlord reasonable security for the payment of all contested sums. Once such action is taken by Tenant, Tenant shall not be considered to be in default hereunder with respect thereto. Notwithstanding anything to the contrary, Tenant shall not exercise its contest rights in contravention of any of the terms and conditions of the Loan Agreement (the “Loan Agreement”) with General Electric Capital Corporation and the other financial institutions who are or with an applicable competent hereafter become parties to the Loan Agreement (the “Lender”), under which Lender agreed to make a loan to Landlord in the original principal amount of [Eight Million and no/100 Dollars ($8,000,000)] (the “Facility Loan”) or any Mortgage (as defined in Section 3.4 below). 3.3.4 Tenant shall have, and Landlord hereby irrevocably grants to Tenant, the power and authority, in at Tenant’s reasonable discretioncost to make and file and prosecute any statement or report or claim for refund which may be required or permitted by law, as the amount so contested basis of or in connection Exhibit F - Form of Lease with the assessment, determination, equalization, reduction or payment of any and unpaid every tax or assessment or license or charge which shall be held by Landlord (if Landlord Tenant is so chosen required to hold such deposited funds) in an interest-bearing account until pay or discharge hereunder. 3.3.5 Upon the termination of any such proceeding, Tenant shall pay the amount of such taxes and assessments or part thereof as finally determined in such proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of which may have been deferred during the items held valid (plus prosecution of such proceedings, together with any court costs, fees, interest, penalties and or other liabilities associated with the proceedings)in connection therewith. 3.3.6 If any income, and Tenant’s share of any excess profits or revenue tax shall be returned levied, assessed or imposed upon the income, profits or revenue arising from rents payable hereunder, partially or totally in lieu of or as a substitute for real estate or personal property taxes imposed upon the Premises during the Lease Term, then Tenant shall be responsible for the payment of such tax. 3.3.7 Any tax or insurance reserve required by Lender under the Facility Loan or by any Mortgagee (as defined in Section 3.4 below) under a Mortgage with respect to the Premises during the Lease Term shall be paid by Tenant to Landlord, marked payable to such holder. 3.3.8 Except to the extent impounded pursuant to Section 3.3.7, Tenant shall pay before delinquency any and all real and personal property taxes and assessments, payable hereunder by Tenant. In the event of a late payment, Tenant shall pay all interest and penalties plus the amount due. Tenant shall indemnify, defend and hold harmless further provide Landlord from and against any cost, damage or expense, including attorneywith evidence of payment as soon as practicable after Landlord’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingswritten request therefor.

Taxes and Assessments. a. In addition to the monthly rental and other charges to be paid by Tenant hereunder, Tenant shall pay reimburse Landlord upon demand for any and all taxes, license assessments, condominium and/or Building associations fees, and special levies, fees, charges and assessments impositions whatsoever levied or imposed or assessed by any taxing authorities against personal property which Tenant owns and/or uses within, upon, authority having the direct or about the Premises, or by reason of the conduct and operation of its business thereonindirect power to tax, including, without limitation, any special assessments city, county, state or charges for water and/or sewers. b. Tenant shall also pay federal government or any and improvement or other assessment district, whether or not consented to or joined in by Landlord, payable by Landlord (other than income taxes, measured by the net income of Landlord from all ad valorem real estate taxes sources), whether or not now customary or within the contemplation of the parties hereto on the Premises date of this Lease: (a) upon, measured by or reasonably attributable to the cost or value of Tenant's equipment, furniture, fixtures and any personal property taxes assessable on any other personal property located on in the Premises on premises or before by the same are due cost or value of any leasehold improvements made in or to the taxing authority. Landlord shall forward all ad valorem tax bills premises by or for the Premises Tenant, other then building standard tenant improvements made by Landlord, regardless of whether title to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf improvements shall be immediately in Tenant or Landlord; (b) upon or measured by the rental payable hereunder, including without limitation any gross income tax or excise tax levied by any city, county, state, federal or other governmental body with respect to the receipt of such rental; (c) upon or with respect to the possession, leasing, operation, management, maintenance, improvement, alteration, repair, use or occupancy by Tenant of the premises or any portion thereof; (d) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the premises. In the event that it shall not be lawful for Tenant so to reimburse Landlord, the monthly rental payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rentalrevised to net Landlord the same net rental after such imposition as would have been payable to Landlord prior to such imposition. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. (a) From and after the Effective Date and continuing throughout the term of this Lease and all extensions thereof, Tenant shall pay pay, prior to delinquency, all taxes, license fees, and special charges taxes and assessments which may be levied by upon or assessed against the Premises and all taxes and assessments of every kind and nature whatsoever arising in any taxing authorities way from the use, occupancy or possession of the Premises or assessed against personal property the improvements situated thereon, together with all taxes levied upon or assessed against Tenant’s Property. To that end, Landlord shall not be required to pay any taxes or assessments whatsoever which Tenant owns and/or uses withinrelate to or may be assessed against this Lease, uponthe Rent and other amounts due hereunder, or about the Premises, improvements and Tenant’s Property; provided, however, that any taxes or assessments which may be levied or assessed against the Premises for the first and last years in which this Lease is in effect shall be appropriately prorated between Landlord and Tenant. Notwithstanding the foregoing, in no event shall Tenant be responsible for payment of Landlord’s income, inheritance, estate, and capital gains taxes. (b) Within thirty (30) days after Tenant receives the paid receipted tax bills, Tenant shall furnish Landlord with copies thereof. Tenant may, at its option, contest in good faith and by reason appropriate and timely legal proceedings any such tax and assessment so long as such contest is conducted by Tenant diligently and so long as such contest does not subject thePremises or any portion thereof to risk of the conduct forfeiture; provided, however, that Tenant shall indemnify and operation hold harmless Landlord from any loss or damage resulting from any such contest, and all expenses of its business thereon, same (including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any all attorneys’ and all ad valorem real estate taxes on the Premises paralegal fees, court and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf other costs) shall be immediately payable to Landlord paid solely by Tenant as Additional RentalTenant. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. 5.1) Tenant, in addition to the Base Rent and Additional Rent provided for herein, shall pay to the public authorities charged with collection thereof, promptly as the same may be due and payable, all real property taxes, installments of special assessments and improvements (Impositions) which are due and payable during tho term of this lease. Impositions payable in the first and last calendar year of the lease term shall be equitably prorated based upon the portion of the year included in the lease term. If Tenant shall pay all taxesdefault in the payment of any Imposition required to be herein, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not the same, together with any penalties and/or interest, in which event the amount so paid as required under this Lease, and such payment on Tenant’s behalf by Landlord shall be immediately payable paid by Tenant to Landlord on demand, together with interest thereon at a rate of Eighteen Percent (18%) per annum from the date making such expenditure by Landlord. Tenant as Additional Rentalshall pay all personal property and similar taxes on its property in the Leased Premises. c. Notwithstanding the foregoing, 5.2) Tenant shall have no obligation under this Lease the right to pay: (i) incomecontest or appeal any imposition in Tenant's or Landlord's name, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on at Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its 's sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any . If nonpayment of the above-described taxesImposition creates a lien upon the Leased Premises, license feesLandlord may, special chargesat its option, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after request Tenant has deposited to deposit with Landlord or with it an applicable competent authority, in Tenant’s reasonable discretion, amount equal to one hundred ten percent (110%) of the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the Imposition. Such amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to TenantTenant upon the successful appeal of the Imposition or upon payment of it. Tenant shall indemnifygive Landlord written notice of Tenant's intention to contest or appeal any Imposition at least twenty (20) days prior to the delinquency thereof. Tenant shall hold Landlord harmless against all loss, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlordattorneys' fees or damages resulting from such contest or appeal. 5.3) Tenant shall pay directly to the appropriate governmental authorities, as Additional RentalRent hereunder, before any fine, penalty, interest or costs may be added thereto for the nonpayment thereof, any tax or excise imposed or assessed on rent, on any leasehold interest, any right of occupancy, any investment of Tenant in connection with the Leased Premises, any such proceedingspersonal property of any kind owned, installed or used by Tenant, including Tenant's leasehold improvements, any privilege tax, sales tax, gross proceeds tax, etc., however described, by any federal, state, county or municipal governmental authority or any subdivision thereof or other governmental authority.

Taxes and Assessments. a. Tenant shall As additional rent, Xxxxxx agrees and covenants to pay all taxesdirectly to the proper governmental agency, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are date each installment becomes due and payable, an amount equal to all "Real Property Taxes" including but not limited to (i) the taxing authorityad valorem or property taxes, and all other taxes including commercial rental taxes and other similar taxes levied against the Leased Premises, excepting income taxes, which become due and payable during the Term of this Lease, and (ii) all installments of general, special, ordinary or extraordinary assessments including statutory interest, if any. Landlord shall forward all ad valorem have the obligation to, if possible, (i) have the tax bills mailed directly to Tenant by the proper governmental agency; and (ii) for the Premises last lease year of the Term hereof, furnish an apportionment between Landlord and Tenant based on the number of days of Tenant's last lease year which fall within the then current calendar year. In the event Landlord is unable to have the tax bills mailed directly to Tenant immediately by the proper governmental authorities, Landlord shall within five (5) business days of receipt thereof forward to Tenant the tax bills. Xxxxxxxx agrees to pay any late fees, charges or penalties incurred due to Xxxxxxxx's failure to forward to Tenant the tax bills within the time period provided herein. Tenant may, in good faith and in a lawful manner and upon receiptgiving notice to Landlord of its intention so to do, contest in Landlord's name any tax assessment or charge against the Leased Premises, but all costs and expenses incidental to such contest shall be paid by Xxxxxx, and in case of an adjudication adverse to Tenant, then Tenant shall promptly pay such tax, assessment or charge including penalties or late charges, if any. Tenant shall indemnify and save Landlord harmless against any loss or damage arising from such contest and shall, if necessary to prevent a sale or other loss or damage to Landlord, pay such tax, assessment or charge under protest and take such other steps as may be necessary to prevent any sale or loss. Xxxxxx agrees; if requested by Xxxxxxxx's lender, to pay its estimated share of real estate taxes into a monthly escrow account. Tenant shall promptly, furnish Landlord with satisfactory evidence that all taxes have been paid. If Tenant shall fail to pay any such taxes, Landlord shall have the right to pay the same, in which case Tenant shall repay such taxes before they become delinquent if Tenant has not paid as required under this Leaseamount to Landlord with Tenant's next rent installment together with interest at the rate of 15% per annum but in no event more than the maximum rate then allowable by law. As used herein, the term "Real Property Tax" shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, and such payment any license fees, commercial rental tax, including without limitation, sales, use, gross receipts or value added taxes levied on Tenant’s behalf the rent payable hereunder, improvement bond or other bonds, including statutory interest, levy or tax (other than inheritance, personal income or estate taxes) imposed on the Leased Premises by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Leased Premises or in the real property of which the Leased Premises are a part, as against Landlord's right to rent or other income therefrom, and as against Landlord's business of leasing the Leased Premises. The term "Real Property Tax" shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoingalso include any tax, Tenant shall have no obligation under this Lease to pay: fee, levy, assessment or charge (i) incomein substitution of, profitspartially or totally, intangibleany tax, documentary stampsfee, franchiselevy, corporateassessment or charge included within the definition of "Real Property Tax", capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership the nature of which was previously included within the Premises; definition of "Real Property Tax", or (iii) governmentally which is imposed “impact fees” related to further improvement as a result of the Premisesa transfer, includingeither partial or total, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or Landlord's interest in the name Leased Premises or which is added to a tax or charge included within the definition of Landlord"Real Property Tax" by reason of such transfer, dispute and contest or (iv) which is imposed by reason of this transaction, any of the above-described taxesmodifications or changes hereto, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenanttransfers hereof. Tenant shall indemnifypay prior to delinquency all taxes assessed against and levied upon trade fixtures, defend furnishings, equipment and hold harmless Landlord all other personal property of Tenant contained in the Leased Premises or elsewhere. When possible, Tenant shall cause said trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from and against the real property of Landlord. If any costof Tenant's personal property shall be assessed with Landlord's real property, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsTenant shall pay the taxes attributable to Tenant within ten (10) days after receipt of a written statement setting forth the taxes applicable to Xxxxxx's property.

Taxes and Assessments. a. Tenant (a) From and after the expiration or early termination of the Facility Lease and until the earlier of the expiration or early termination of the Site Lease Term or surrender or transfer of the Ground Interest or any portion thereof to the Ground Lessor pursuant to Section 2.6 or Section 6, if the tax lot on which the Facility Site is located has not been apportioned in accordance with Section 3.5, the Ground Lessee agrees to pay to the Ground Lessor its pro rata share of all Taxes and assessments, general or special, taxed, charged, levied, assessed or imposed upon the Facility Site. Such pro rata share payable by the Ground Lessee shall be determined by allocating the taxable value between the Ground Lessee and the Ground Lessor for both the land and the improvements located on the tax lot of which the Facility Site forms a part. Any Tax and/or assessment payable on the land comprising the tax lot shall be allocated on a per square foot basis, so that the Ground Lessee shall pay all taxes, license fees, and special charges and assessments levied an amount each tax period equal to the tax assessment per square foot multiplied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason total square footage of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water Facility Site. Any Tax and/or sewers. b. Tenant assessment on the improvements shall also be apportioned so that the Ground Lessee shall pay any and all ad valorem real estate taxes on Taxes and/or assessments attributable to the Premises Facility. Such payment shall be due 10 days after notice by the Ground Lessor to Ground Lessee, but in no event shall such amounts be due prior to the date such Taxes and any personal property taxes assessable on any personal property located on the Premises on or before the same assessments are due and payable to a taxing or assessing Governmental Entity. Prior to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift expiration or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the early termination of the proceedingsFacility Lease, the Ground Lessor shall pay all Taxes and assessments, general or special, taxed, charged, levied, assessed or imposed upon the Facility Site, and so long as the Facility Site is not at which such time apportioned as a separate tax lot, the amount deposited shall be applied by Landlord toward the payment remainder of the items held valid tax lot of which the Facility Site is a part (plus including any court costs, interest, penalties Tax or annual charge payable in respect of the Retained Site and other liabilities associated with the proceedingsAdditional Property), and Tenant’s share of any excess the Ground Lessor shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlordindemnify the Ground Lessee with respect thereto for such period, as Additional Rentalprovided in and subject to the terms, in connection with conditions and limitations in, Section 9.2 of the Participation Agreement. After the expiration of the Facility Lease, Ground Lessor shall pay all Taxes and assessments, general or special, taxed, charged, levied, assessed or imposed upon the Retained Site and any such proceedingsother part of the tax lot other than the Facility Site.

Taxes and Assessments. a. Tenant shall Lessee agrees to pay all any taxes, license fees, and special charges and documentary stamps or assessments levied by of any taxing authorities against personal property which Tenant owns and/or uses within, upon, nature imposed or about assessed upon the Premises, Demised Premises or by reason Lessee’s occupancy of the conduct and operation of its business thereonDemised Premises or upon Lessee’s furniture, includingfurnishings, without limitationtrade fixtures, any special assessments equipment, machinery, inventory, merchandise or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any other personal property located on the Demised Premises on and owned by or before in the same custody of Lessee promptly as all such taxes or assessments may become due and payable without any delinquency. If applicable in the jurisdiction where the Demised Premises are due located, Lessee shall pay and be liable for all rental tax (only to the taxing authority. Landlord shall forward all extent such rental tax is levied in lieu of ad valorem tax bills for property taxes against the Premises Demised Premises), sales, use and inventory taxes, fees in lieu of taxes, or other similar taxes, if any, levied or imposed by any city, state, county or other governmental body having authority, such payments to Tenant immediately upon receipt. Landlord shall have be in addition to all other payments required to be paid by Lessor by Lessee under the right to pay such taxes before they become delinquent if Tenant has not paid as required under terms of this Lease. Such payment shall be made by Lessee directly to such governmental body if billed to Lessee, and or if billed to Lessor, such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant paid concurrently with the payment of monthly rent, Additional Rent, or such other charge upon which the tax is based, all as Additional Rental. c. set forth herein. Notwithstanding the foregoing, Tenant Lessee shall have no obligation under this Lease to pay: (i) incomethe right, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and to contest any of the above-described such taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, and upon contesting the amount so contested of such taxes. Lessee shall deposit the amount of such taxes into an escrow account reasonably acceptable to Lessor. Lessee shall timely pay directly to the applicable governmental taxing authorities any and unpaid all taxes with respect to any and all of Lessee’s personal property, leasehold improvements, trade fixtures, inventory or other personal property which shall at any time be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until situated at the termination of Demised Premises or on the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.Common Improvements..

Taxes and Assessments. a. Tenant shall Lessee agrees to pay all any taxes, license fees, and special charges and documentary stamps or assessments levied by of any taxing authorities against personal property which Tenant owns and/or uses within, upon, nature imposed or about assessed upon the Premises, Demised Premises or by reason Lessee’s occupancy of the conduct and operation of its business thereonDemised Premises or upon Lessee’s furniture, includingfurnishings, without limitationtrade fixtures, any special assessments equipment, machinery, inventory, merchandise or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any other personal property located on the Demised Premises on and owned by or before in the same custody of Lessee promptly as all such taxes or assessments may become due and payable without any delinquency. If applicable in the jurisdiction where the Demised Premises are due located, Lessee shall pay and be liable for all rental tax (only to the taxing authority. Landlord shall forward all extent such rental tax is levied in lieu of ad valorem tax bills for property taxes against the Premises Demised Premises), sales, use and inventory taxes, fees in lieu of taxes, or other similar taxes, if any, levied or imposed by any city, state, county or other governmental body having authority, such payments to Tenant immediately upon receipt. Landlord shall have be in addition to all other payments required to be paid by Lessor by Lessee under the right to pay such taxes before they become delinquent if Tenant has not paid as required under terms of this Lease. Such payment shall be made by Lessee directly to such governmental body if billed to Lessee, and or if billed to Lessor, such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant paid concurrently with the payment of monthly rent, Additional Rent, or such other charge upon which the tax is based, all as Additional Rental. c. set forth herein. Notwithstanding the foregoing, Tenant Lessee shall have no obligation under this Lease to pay: (i) incomethe right, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and to contest any of the above-described such taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, and upon contesting the amount so contested of such taxes. Lessee shall deposit the amount of such taxes into an escrow account reasonably acceptable to Lessor. Lessee shall timely pay directly to the applicable governmental taxing authorities any and unpaid all taxes with respect to any and all of Lessee’s personal property, leasehold improvements, trade fixtures, inventory or other personal property which shall at any time be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until situated at the termination of Demised Premises or on the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsCommon Improvements.

Taxes and Assessments. a. Tenant All current real property taxes and all payments and assessments on the Properties shall be prorated through Escrow between the applicable transferor and the applicable transferee, based upon the latest available tax information, using the customary escrow procedures, as of the day of the Managua Closing or the Zapote Closing, as applicable. Any taxes levied upon the Corner Pad or the Toy Store Pad applicable to the period prior to the Managua Closing shall be paid by PriceSmart. From and after the Managua Closing, PSC shall pay any such taxes levied upon the Corner Pad or the Toy Store Pad. Any taxes levied upon the Zapote Property applicable to the period prior to the Zapote Closing shall be paid by PSC. From and after the Zapote Closing, PriceSmart shall pay any such taxes levied upon the Zapote Property. To the extent any taxes are levied upon a Property as part of a larger tax parcel, with respect to prorations, the applicable transferor shall pay the taxes for the period prior to the applicable closing. From and after the applicable closing, the applicable transferee shall pay such portion of the taxes levied upon the land and improvements that are attributable to its Property. Such portion of the taxes levied upon the land (the “Land Tax”) shall be calculated by multiplying the total amount of such Land Tax by a fraction, the numerator of which shall equal the area of land occupied by such Property and the denominator of which shall equal the entire area of land within the tax parcel. Such portion of the taxes levied upon the improvements on the Property (the “Building Tax”) shall be as separately apportioned in the tax xxxx or, if not separately apportioned, then such Building Tax shall be calculated by multiplying the total amount of such Building Tax by a fraction, the numerator of which shall equal the square meters occupied by such improvements upon the Property and the denominator of which shall equal the square meters of all taxesof the improvements within the tax parcel. From and after the applicable closing, license feesuntil such Property shall become a separate tax parcel, the applicable transferee shall pay to the applicable transferor, at least thirty (30) days before any real property taxes and special charges all payments and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses withinbecome due and payable, uponsuch portion, or about the Premisesas calculated pursuant to this paragraph, or by reason of the conduct Land Tax and operation of the Building Tax attributable to its business thereon, including, without limitation, any special assessments or charges for water and/or sewersProperty. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant (a) Lessee shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay before delinquency any and all ad valorem taxes levied, assessed or imposed and which become payable during the term of this Lease upon Lessee’s fixtures, furniture, appliances and personal property installed or located in the Premises which property does not become the property of Lessor under paragraph 10. (b) As additional rental hereunder, Lessee shall pay its Share, before delinquency or thirty (30) days after notice from Lessor of the exact amount due, along with reasonable supporting backup documentation, whichever is later, of all real estate taxes and special assessment installments (“real property taxes”) levied and assessed against the Premises as they appear on the Premises City and any personal County tax bills during the term of this Lease, such real property taxes assessable on to be prorated to reflect the period from the commencement date of this Lease and the termination date of this Lease; provided, however, that Lessee may allow bonded special assessment to go to bond, and Lessee’s obligations hereunder shall be limited to payment of principal and interest installments there under prior to the delinquency thereof for the duration of this Lease. Notwithstanding the foregoing or anything to the contrary contained in this Lease, in no event shall Lessee be obligated to pay Lessee’s share of any personal (i) increases in real property located on taxes or assessments payable with respect to the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for Property as a result of a sale or other transfer of any leasehold or ownership interest in the Premises to Tenant immediately upon receipt. Landlord shall have or Property by Xxxxx-Xxxxxx Company, Inc., the right to pay such taxes before they become delinquent if Tenant has not paid as required Board of Trustees of The Xxxxxx Xxxxxxxx Junior University, or any other fee owner, ground lessee of the Premises or Property or landlord under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing(ii) estate, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estateinheritance, gift or inheritance taxes; (ii) franchise taxes of Lessor or any assessment federal, state or additional tax associated with a change in ownership of the Premises; local income, sales or transfer tax, (iii) governmentally penalties and interest, other than those attributable to Lessee’s failure to comply timely with its obligations pursuant to this Lease, or (iv) increases in real property taxes (whether increases result from increased rate, valuation , or both) attributable to additional improvements to the building or land of which the building is a part unless constructed for Lessee’s primary benefit or for the common benefit of Lessee and other tenants in the surrounding project. Lessor will promptly advise Lessee of all notices, levies and assessments of real property taxes concerning the Premises and immediately upon receipt of the tax xxxx shall furnish Lessee with a copy of the tax xxxx. Lessee shall have the right, at its election, to contest any tax, levy or assessment which Lessee is required to pay hereunder, in whole or in part. Lessor covenants and agrees to execute all documents necessary to effectuate the purposes of this paragraph and to perfect Lessee’s rights of contest. If Lessee seeks a reduction or contests the real property taxes, the failure on Lessee’s part to pay the real property taxes shall not constitute a default under this Lease. All costs of such contests shall be borne by Lessee, and Lessee shall hold Lessor harmless from any costs, loss or damage caused thereby unless caused by Lessor’s negligent or willful misconduct In the event that Lessee chooses to allow special assessments to go to bond, the principal amounts of said assessment bonds, if any, outstanding and unpaid as of the date of the termination thereof shall become the obligation of Lessor and any interest due thereon shall be apportioned as of the date of termination. (c) Nothing herein contained shall require Lessee to pay income or other tax imposed “impact fees” related to further improvement upon the rents received by Lessor hereunder or upon any other interest of Lessor in the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary except for such real and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges taxes and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rentalas are hereinabove set forth. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. 7.1) Commencing on the Commencement Date, Tenant covenants and agrees to pay Landlord for all real estate taxes and assessments, personal property taxes, special assessments and interest thereon, water, sewer and other utility rates and changes, privileges or gross receipts taxes on rental payments hereunder; and governmental levies and charges of any kind and nature whatsoever which become due and payable during the Original Term and the Renewal Term, if exercised, of the Lease. Notwithstanding the foregoing, all taxes and assessments which become due and payable during the first and last years of the Lease, as defined, shall be prorated between Landlord and Tenant based on the Commencement and Termination Dates of the Original Term and the Renewal Term if exercised. a) Landlord shall provide the Tenant the invoice received from the County Treasurer upon receipt and the Tenant shall thereupon pay to the Landlord an amount sufficient to pay the installment of all real estate taxes and assessments at least five (5) business days prior to the due date. Tenant may at its option pay the taxes and assessments to the County Treasurer and provide proof thereof to the Landlord prior to the due date. b) Tenant shall, in addition to the foregoing, pay any new tax of a nature not presently in effect but which may hereafter be levied, assessed or imposed upon Tenant or the Premises, if such tax shall be based on or arise out of the use or occupancy of the Premises including but not limited to any tax levied upon the payment of rent. c) Nothing in this Lease shall be construed as placing upon Tenant any obligation to pay any income tax, transfer tax, inheritance tax, capital gain tax, franchise tax or corporate stock tax imposed upon or payable by Landlord. 7.2) Tenant will pay all fees for licensing, registration and certificates of title and will pay all taxes, license charges or assessments incident to the ownership, use, operation and leasing of any Equipment, including personal property taxes, but exclusive of taxes based upon income or gross receipts of Landlord. Any such fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, charges or assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred paid by Landlord, as Additional Rental, in connection shall be additional rent payable on demand with any such proceedingsinterest at the highest legal rate from the date of payment.

Taxes and Assessments. a. Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay before delinquency any and all ad valorem real estate taxes on the Premises and any assessments, license fees and public charges levied, assessed or imposed upon or against Tenant's fixtures, equipment, furnishings, furniture, appliances and personal property taxes assessable installed or located on any or within the Premises. Tenant shall cause said fixtures, equipment, furnishings, furniture, appliances and personal property to be assessed and billed separately from the real property of Landlord. If any of Tenant's said personal property shall be assessed with Landlord's real property, Tenant shall pay Landlord the taxes attributable to Tenant within ten (10) days after receipt of a written statement from Landlord setting forth the taxes applicable to Tenant's property. Tenant shall pay, as Additional Rent, Tenant's Pro Rata Share (as defined below) of all Property Taxes levied or assessed with respect to the land comprising the Parcel and with respect to all buildings and improvements located on the Premises Parcel which become due or accrue during the term of this Lease. Tenant shall pay such Property Taxes to Landlord on or before the same are due later of the following dates: (1) ten (10) days prior to the taxing authoritydelinquency date; or (2) twenty (20) days after receipt of billing. Landlord shall forward all ad valorem tax bills for the Premises If Tenant fails to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoingdo so, Tenant shall have no obligation under this reimburse Landlord, on demand, for all interest, late fees and penalties that the taxing authority charges Landlord. In the event Landlord's mortgagee requires an impound for Property Taxes, then on the first day of each month during the Lease to pay: (i) incomeTerm, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify pay Landlord against all taxes one twelfth (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on 1/12) of its annual share of such Property Taxes. Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord 's liability hereunder shall be Additional Rentalprorated to reflect the Commencement and termination dates of this Lease. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. 8.1. Tenant shall pay to the taxing authority all Real Estate Taxes during the term of this Lease before interest or penalty attaches. “Real Estate Taxes” shall include, without limitation, all taxes and assessments levied or assessed by any lawful authority during the term of this Lease against the Premises, including land, buildings, improvements, or any appurtenance thereto, or public utility system, sidewalk, or street in front of, adjoining, or servicing the Premises or against Landlord’s ownership interest in the Premises, or against this Lease or the leasehold interest of Tenant and, if the present system of real estate taxation in Michigan is changed, any substitute tax such as any tax on rents or other income, excluding only general income taxes. Real Estate Taxes shall not include federal or state income taxes or single business tax. Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all other ad valorem real estate taxes on applicable to fixtures and equipment in the Premises and shall be responsible for all matters relating to the assessment thereof. During the initial the term of this Lease (i.e., not during any personal property taxes assessable on renewal periods), Tenant shall not be required to pay any personal property located on Real Estate Taxes to the extent they result from an uncapping of the real estate tax assessment of the Premises due to a sale or other transfer by Landlord. 8.2. Landlord shall elect to pay all special assessments in the maximum number of installments permitted, and Tenant shall only be obligated to pay those installments which become due during the term of the Lease. Landlord represents and warrants that, to the best of Landlord’s knowledge, there are no special assessments affecting the Premises as of the date of this Lease, and there is no such special assessment proposed by any governmental authority other than an assessment for the Tonquish Creek storm sewer and an assessment for Commerce Boulevard, each of which will be paid in full with the winter 2004 tax xxxx. 8.3. The Real Estate Taxes for the first and last year of the Lease Term shall be allocated between Landlord and Tenant, pro rata as of the Commencement and Expiration Dates of this Lease, utilizing the “due date” method which presumes that Real Estate Taxes are payable in advance. 8.4. At Tenant’s sole expense, Tenant may, in good faith, contest the assessment or payment of any Real Estate Taxes, provided Tenant demonstrates to Landlord’s reasonable satisfaction, that non-payment of the Real Estate Taxes will (i) not subject the Premises to tax sale, and (ii) be reasonably secured by bond, escrow or otherwise. Notwithstanding the foregoing to the contrary, Tenant may not prosecute any Real Estate Tax appeal where, in Landlord’s good faith opinion, there is a substantial risk of an increase in the tax assessment applicable to the Premises which will affect the Premises after the termination of this Lease. 8.5. Tenant shall provide Landlord with copies of paid Real Estate Tax bills on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent date when any installment of Real Estate Taxes is last payable without penalty and, if Tenant has is contesting the taxes and not paid as required under this Leasepaying the Real Estate Taxes, and such payment on that the conditions of Section 8.4 are satisfied. Upon Tenant’s behalf failure to comply with the requirements of this Section 8.5, Landlord may pay the Real Estate Taxes and the amount so paid shall be immediately payable to Additional Rent and/or Landlord by Tenant may treat such failure as Additional Rental. c. Notwithstanding a default under the foregoing, Tenant shall have no obligation terms of this Lease and exercise any remedy provided for under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installationsapplicable law. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant shall pay all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Tenant shall pay its Pro Rata share of property insurance and common area maintenance attributable to or against the Leased Premises and this Additional Rent shall begin when a certificate of occupancy is issued from the City of Brentwood d. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. e. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. f. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Tenant shall acknowledges and agrees that this Lease will create a possessory interest subject to property taxation. Tenant agrees to pay and discharge, as additional rent for the Premises during the term of this Lease, before delinquency, all taxes, license fees, and special charges and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct and operation of its business thereon, taxes (including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate possessory interest taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, this Lease and any so-called value added tax), assessments (including, but without limitation, all assessments for public improvements or benefits, whether or not limited tocommenced or completed prior to the date hereof and whether or not to be completed within the term of this Lease), the widening fees, levies, water and sewer rents, rates and charges, vault license fees or rentals, license and permit fees and other governmental charges of exterior roadsany kind or nature whatsoever, the installation general and special, ordinary and extraordinary, foreseen and unforeseen, or hereinafter levied or assessed in lieu of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name substitution of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord foregoing (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination all of the proceedingsforegoing collectively called "taxes") which are or may be at any time or from time to time during the term of this Lease levied, at charged, assessed or imposed upon or against the Premises or any improvements which time are now or hereafter located thereon, or against any of Tenant's personal property now or hereafter located thereon, or which may be levied, charged, assessed or imposed upon or against the amount deposited shall leasehold estate 859044.doc 6/8/2012 created hereby or which may be applied by Landlord toward the payment imposed upon any taxable interest of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share Tenant acquired pursuant to this Lease on account of any excess shall be returned taxable possessory right which Tenant may have acquired pursuant to Tenantthis Lease. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage pay or expense, including attorney’s fees, actually and reasonably incurred by reimburse Landlord, as Additional Rentalthe case may be, in connection with for any such proceedingsfines, penalties, interest or costs which may be added by the collecting authority for the late payment or nonpayment of any taxes required to be paid by Tenant hereunder.

Taxes and Assessments. a. As additional rent, Tenant shall pay to Landlord all Real Property Taxes assessed during the term, if any. “Real Property Taxes” shall mean all real property taxes and assessments levied and assessed during the term against the Real Property and Improvements. Landlord shall pay all such Real Property Taxes timely and when due. Notwithstanding anything to the contrary stated herein, Real Property Taxes shall not include any portion of any municipal, county, state, or federal income or franchise taxes payable by Landlord, or any municipal, county, state, or federal estate, succession, inheritance, or transfer taxes or capital levy payable by Landlord. If at any time during the term of the Lease the State of California or any political subdivision of the State, including any county, city and county, public corporation, district, or any other political entity or public corporation of the state, levies or assesses against Landlord a tax, fee, or excise on rents, on the square footage of the Premises, on the act of entering into this Lease, or on the occupancy of Tenant, such tax, fee, or excise on rents shall be included in Real Property Taxes. Tenant shall cause Tenant’s trade fixtures, equipment, furnishings, furniture, merchandise, inventory, machinery, appliances and other personal property installed or located on or about the Premises (collectively, the “personal property”) to be assessed and billed separately from the Premises. Tenant shall pay before delinquency any and all taxes, license feesassessments and public charges levied, and special charges and assessments levied by assessed or imposed upon or against Tenant’s personal property. If any taxing authorities against of Tenant’s personal property which Tenant owns and/or uses within, upon, or about shall be assessed with the real property comprising the Premises, or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on to Landlord, as additional rent, the Premises and any amounts attributable to Tenant’s personal property taxes assessable on within thirty (30) days after receipt of a written statement from Landlord setting forth the amount of such taxes, assessments and public charges attributable to Tenant’s personal property. Tenant shall comply with the provisions of any law that requires Tenant to file a report of Tenant’s personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional RentalPremises. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. Section 5.01 Tenant's Proportionate Share. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord, as Additional Rent, Tenant's proportionate share during the Main Term and any Renewal Term of all taxes, license fees, real estate and special charges other ad valorem taxes and assessments levied by any taxing authorities against personal property which Tenant owns and/or uses within, upon, or about the Premises, or by reason of the conduct every kind and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord by Tenant as Additional Rental. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: nature (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, general and special assessments, foreseen as well as unforeseen) with respect to the Land and Building. Landlord represents that the Land and Building are assessed separate from any other property. Such taxes and assessments are collectively called the "Taxes" in this Lease. Tenant's proportionate share of the Taxes shall be an amount equal to the product obtained by multiplying the Taxes, and Landlord's reasonable expenses in obtaining or attempting to obtain any refund or reduction thereof, by the GLA Fraction (with daily proration for any Partial Lease year). With respect to any assessments which may be levied as part of the Taxes, or which may be evidenced by improvements or other bonds, or other bonds, or may be paid in installments, only the amount of such installment (with daily proration for any Partial Lease year) and statutory interest shall be included within the computation of Taxes hereunder. Nothing contained in this Lease, however, shall be deemed or construed to require Tenant to pay or discharge: (a) any tax or increase thereof which may be levied as a result of the voluntary or involuntary assignment or transfer of all or any portion of Landlord's interest not he Land and/or the Building; (b) any tax upon the income, profits or business of Landlord; (c) any personal property taxes, capital levy, franchise, gross receipts, revenue, inheritance or estate taxes, income or profit, gift, payroll or stamp tax which may be levied against the estate or interest of Landlord, however such taxes may be designated, even though such taxes may become a lien against the Land and/or the Building, unless during the Term and any Renewal Term, in lieu of the whole or any part of Taxes, there shall be substituted therefor any of the foregoing, but only to the extent the same would be payable if the Building was the only property of the Landlord; or (d) any assessment for special improvements heretofore installed or to be installed in connection with the initial development of the building, such as, without limitation, the widening of the exterior roads, the installation of or connection and/or hook up to sewers and sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. installations (whether public or private). Taxes which are attributable to the first and last Lease Years shall be prorated based on a three hundred sixty-five (365) day year and apportioned between Landlord and Tenant such that Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid only be responsible for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s 's proportionate share of Taxes which are allocable to the main Term and any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsRenewal Term.

Taxes and Assessments. a. (a) From and after the Effective Date and continuing throughout the term of this Lease and all extensions thereof, Tenant shall pay pay, prior to delinquency, all taxes, license fees, and special charges taxes and assessments which may be levied by upon or assessed against the Premises and all taxes and assessments of every kind and nature whatsoever arising in any taxing authorities way from the use, occupancy or possession of the Premises or assessed against personal property the improvements situated thereon, together with all taxes levied upon or assessed against Tenant’s Property. To that end, Landlord shall not be required to pay any taxes or assessments whatsoever which Tenant owns and/or uses withinrelate to or may be assessed against this Lease, uponthe Rent and other amounts due hereunder, or about the Premises, improvements and Tenant’s Property; provided, however, that any taxes or assessments which may be levied or assessed against the Premises for the first and last years in which this Lease is in effect shall be appropriately prorated between Landlord and Tenant. Notwithstanding the foregoing, in no event shall Tenant be responsible for payment of Landlord’s income, inheritance, estate, and capital gains taxes. (b) Within thirty (30) days after Tenant receives the paid receipted tax bills, Tenant shall furnish Landlord with copies thereof. Tenant may, at its option, contest in good faith and by reason appropriate and timely legal proceedings any such tax and assessment so long as such contest is conducted by Tenant diligently and so long as such contest does not subject the Premises or any portion thereof to risk of the conduct forfeiture; provided, however, that Tenant shall indemnify and operation hold harmless Landlord from any loss or damage resulting from any such contest, and all expenses of its business thereon, same (including, without limitation, any special assessments or charges for water and/or sewers. b. Tenant shall also pay any all attorneys’ and all ad valorem real estate taxes on the Premises paralegal fees, court and any personal property taxes assessable on any personal property located on the Premises on or before the same are due to the taxing authority. Landlord shall forward all ad valorem tax bills for the Premises to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf other costs) shall be immediately payable to Landlord paid solely by Tenant as Additional RentalTenant. c. Notwithstanding the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest any of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedings.

Taxes and Assessments. a. 13.1 Landlord shall pay and discharge all Taxes (as defined in Section 7.1(a)) as they become due, promptly and before delinquency, subject to reimbursement by Tenant as Operating Expenses under Section 7.1, saving and excepting only those taxes in Section 7.1 specifically excepted. 13.2 If the right is given to pay either in one sum or in installments, Landlord or Tenant may elect to pay in installments, and its election shall be binding on the other. If by making an election to pay in installments, any of the installments shall be payable after the termination of this Lease or any extended term thereof, the unpaid installments shall be prorated as of the date of termination, and amounts payable after said date shall be paid by Landlord. All other taxes and charges payable under this Article 13 shall be prorated as of and payable at the commencement and expiration of the term of this Lease, as the case may be. Landlord shall not during the term of this Lease undertake any action to place any special assessments, levies or charges on the Premises without first obtaining the prior written approval of Tenant, other than those due to new construction and those imposed by the City of San Diego or other government entity over which Landlord has no control. If Landlord does undertake such action without Tenant’s approval, Landlord, and not Tenant, shall pay any special assessments, levies or charges sought by such action. 13.3 Any and all rebates on account of taxes, rates, levies, charges or assessments required to be paid and paid by Landlord and reimbursed as Operating Expenses by Tenant under the provisions of this Lease shall belong to Tenant, and Landlord will, on the request of Tenant, execute any receipts, assignments, or other acquittances that may be necessary in order to secure the recovery of the rebates, and will pay over to Tenant any rebates that may be received by Landlord. 13.4 Tenant shall pay all taxespay, license feesbefore delinquency, any taxes levied against any improvements, fixtures, equipment and special charges and assessments levied by any taxing authorities against personal property which of Tenant owns and/or uses within, upon, in or about the Premises. 13.5 If Tenant shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental charge herein agreed to be paid by reason Tenant, Tenant shall be permitted to do so, and Landlord shall defer the payment of said tax or charge, the validity or amount of which Tenant is so contesting, until final determination of the conduct and operation of its business thereoncontest, including, without limitation, any special assessments or charges for water and/or sewers. b. upon Tenant shall also pay any and all ad valorem real estate taxes on the Premises and any personal property taxes assessable on any personal property located on the Premises on or before the same are due giving to Landlord written notice thereof prior to the taxing authoritycommencement of any contest, which shall be at least fifteen (15) days prior to delinquency, and by protecting Landlord on demand by a good and sufficient surety bond (or cash deposit to the Tax Account described in Section 13.7 in lieu thereof) against any tax, levy, assessment, rate or governmental charge, and from any costs, penalties, interest, liability, or damage arising out of a contest. Landlord shall forward all ad valorem tax bills for the Premises not be required to Tenant immediately upon receipt. Landlord shall have the right to pay such taxes before they become delinquent if Tenant has not paid as required under this Lease, and such payment on Tenant’s behalf shall be immediately payable to Landlord join in any proceeding or contest brought by Tenant as Additional Rental. c. Notwithstanding unless the foregoing, Tenant shall have no obligation under this Lease to pay: (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift provisions of any law require that the proceeding or inheritance taxes; (ii) any assessment contest be brought by or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney fees) in connection with same. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord. In that case, dispute and Landlord shall join in the contest or permit it to be brought in Landlord’s name so long as Landlord is not required to bear any costs. Tenant, on final determination of the above-described taxescontest, license feesshall immediately pay or discharge any decision or judgment rendered, special together with all costs, charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord interest and penalties incidental to the decision or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsjudgment.

Taxes and Assessments. a. (A) Except as provided below, during the Term of this Lease, Tenant shall pay agrees to pay, before they become delinquent, all real estate taxes, license feespayments in lieu of taxes, special assessments, and special other governmental charges (“Real Estate Taxes”) which may be lawfully levied upon or against the Premises described herein and all use, personal property and ad valorem taxes and assessments levied imposed by reason of use or operation of the Equipment (the “Personal Property Taxes” and together with the Real Estate Taxes, the “Taxes”), provided that Tenant’s obligation for Taxes shall be equitably adjusted for any taxing authorities against personal property portion of the Term of this Lease which does not include an entire tax year. Nothing herein contained shall require or be construed to require Tenant owns and/or uses withinto pay any inheritance, uponestate, succession, mortgage or about transfer tax, gift, franchise, withholding, income or profit tax, that is or may be imposed upon Landlord, its successors or assigns, in connection with the operation of the Premises, Equipment or by reason of the conduct and operation of its business thereon, including, without limitation, any special assessments or charges for water and/or sewersotherwise. b. (B) Immediately upon receipt of any tax xxxx, statement or assessment with respect to the Taxes owing in connection with the Premises, Landlord shall furnish to Tenant such tax xxxx, statement or assessment, and if applicable, with a calculation prorating Tenant’s and Landlord’s respective Tax obligations. Landlord shall also pay any and make all ad valorem real estate taxes on payments pursuant to the Premises and any personal property taxes assessable on any personal property located on the Premises PILOT Agreement on or before the same date such payments are due required to the taxing authoritybe paid. Landlord shall forward all ad valorem tax bills provide Tenant a receipt from the XXX for such payments. Tenant shall promptly reimburse Landlord the receipted amount within 5-days of Tenant’s receiving the receipt from Landlord. (C) Subject to the prior written consent of Landlord, not to be unreasonably withheld or delayed, and the requirements of any lender having a mortgage or deed of trust encumbering the Premises to or the Real Property (“Landlord Lender or other”) Tenant immediately upon receipt. Landlord shall have the right to contest the amount of any Taxes for which Tenant is obligated to pay such taxes before they become delinquent if Tenant has not paid as required under the terms of this Lease, and such payment on Tenant’s behalf shall be immediately payable Landlord hereby covenants and agrees to Landlord by cooperate with Tenant as Additional Rentalin all respects with regards thereto. c. Notwithstanding (D) Tenant agrees that the foregoing, Tenant shall have no obligation under this Lease Landlord has exclusive rights to pay: the qualified empire zone tax credits (i) income, profits, intangible, documentary stamps, franchise, corporate, capital stock, succession, estate, gift or inheritance taxes; (ii) any assessment or additional tax associated with a change in ownership of the Premises; or (iii) governmentally imposed “impact fees” related to further improvement of the Premises, including, but not limited to, the widening of exterior roads, the installation of or connection to sewer lines, sanitary and storm drainage systems and other utility lines and installations. d. Tenant shall indemnify Landlord against all taxes (on personal property and real property), licenses fees, special charges and assessments paid for by Landlord on Tenant’s behalf, and Tenant shall indemnify Landlord against all costs and expenses (including attorney feesQEZE Tax Credits”) in connection with samethe Premises being located in a qualified empire zone. Amounts due Landlord hereunder shall be Additional Rental. e. Tenant may at its sole cost and expense, and in its own name and/or in the name of Landlord, dispute and contest acknowledges that it has no rights to all or any part of the above-described taxes, license fees, special charges, assessments and/or ad valorem real estate taxes by appropriate proceedings diligently conducted in good faith, but only after Tenant has deposited with Landlord or with an applicable competent authority, in Tenant’s reasonable discretion, the amount so contested and unpaid which shall be held by Landlord (if Landlord is so chosen to hold such deposited funds) in an interest-bearing account until the termination of the proceedings, at which time the amount deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalties and other liabilities associated with the proceedings), and Tenant’s share of any excess shall be returned to Tenant. Tenant shall indemnify, defend and hold harmless Landlord from and against any cost, damage or expense, including attorney’s fees, actually and reasonably incurred by Landlord, as Additional Rental, in connection with any such proceedingsQEZE Tax Credits.