Common use of Taxes and Other Charges Clause in Contracts

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, (a) Borrower shall pay or shall cause Mortgage Borrower to pay all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay or to cause Mortgage Borrower to pay Property Taxes shall be proratedsuspended for so long as Mortgage Borrower complies with the terms and provisions of Section 9.4 of the Mortgage Loan Agreement and Section 9.1 hereof. Landlord Borrower shall furnish to Lender receipts for the payment of the Property Taxes and the Other Charges at least five (5) days prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Property Taxes in the event that such Property Taxes have been paid by Mortgage Lender pursuant to Section 9.4 of the Mortgage Loan Agreement). Subject to the terms of Section 5.4(b) hereof, Borrower shall not suffer and shall promptly forward cause to Tenant copies of be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Individual Property, and shall promptly pay for all bills and payment receipts for utility services provided to the Properties. If Mortgage Borrower shall fail to pay any Property Taxes or Other Charges received in accordance with this Section 5.4 and is not contesting or causing a contesting of such Property Taxes or Other Charges in accordance with Section 5.4(b) below, or if there are insufficient funds in the Tax and Insurance Reserve Account (as defined in the Mortgage Loan Agreement) to pay any Property Taxes or Other Charges, Lender shall have the right, but shall not be obligated, to pay such Property Taxes or Other Charges, and Borrower shall repay to Lender, on demand, any amount paid by it. Subject to Landlord’s obligations to make payments Lender, with interest thereon at the Default Rate from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including date of the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect advance thereof to the Premisesdate of repayment, and such amount shall constitute a portion of the Debt secured by the Pledge Agreements. (b) “Other Charges”After prior written notice to Lender, consisting of any utilities Borrower, at its own expense, may, or may cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and other costs conducted in good faith and expenses of with due diligence, the Business amount or any portion of the Premises and all other charges, obligations validity or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based application in whole or in part on of any Property Taxes or Other Charges, provided that (i) no Event of Default is continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the Rent provisions of any other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (iii) neither the Properties nor any part thereof or direct or indirect interest therein , nor the Collateral nor any part thereof or direct or indirect interest therein, will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay, or cause Mortgage Borrower to pay, the amount of any such Property Taxes or Other Charges, together with all costs, interest and penalties which may be payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with therewith; (v) such proceeding shall suspend the initial development or construction collection of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any such contested Property Taxes or Other Charges which accrue prior from each Individual Property; (vi) Borrower shall, or shall cause Mortgage Borrower to, furnish such security as may be required in the proceeding, or if no such security has been furnished in the proceeding or to Mortgage Lender, Borrower shall, or shall cause Mortgage Borrower to, furnish such reserve deposits as may be requested by Lender, to ensure the Commencement Date, it being understood that payment of any such Property Taxes or Other Charges, together with all interest and penalties thereon (unless Mortgage Borrower has paid all of the Property Taxes or Other Charges under protest); (vii) failure to pay such Property Taxes or Other Charges will not subject Borrower, Mortgage Borrower or Lender to any civil or criminal liability; (viii) such contest is not reasonably expected to have and does not have a Material Adverse Effect; and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 5.4(b). Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be the responsibility in danger of and being sold, forfeited, terminated, canceled or lost or there shall be promptly paid any danger of the Liens of the Mortgages being primed by Landlord prior any related Lien. (c) Each Loan Party will timely file all U.S. federal, state, and other material tax returns required to delinquencybe filed by it and will timely pay all Taxes shown on such returns or any assessments received by it and all other material Taxes (other than any Property Taxes, which shall be governed by Section 5.4(a) and (b)).

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee and Facility Mortgagee copies of all bills and payment receipts for Taxes or Other Charges received by itit to enable payment thereof prior to the imposition of penalties and interest. Subject Sublessee shall not be penalized for delays by Sublessor in the forwarding of such to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee and Facility Mortgagee. Sublessee or Facility Mortgagee (as applicable) shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”)) provided that Sublessee and Facility Mortgagee timely receive such bills as aforesaid, (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed accruing during the Term of this Sublease with respect to the PremisesPremises (but not such Taxes accruing prior to or after the Term of this Sublease, even if due and payable during the Term of this Sublease), and the same shall be apportioned for the first lease year for the period after the Commencement Date and the last lease year for the period prior to the Termination Date (b) excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), provided such are received in a timely manner that provides Sublessee reasonable time to ensure such payments are made timely. For the avoidance to doubt, the parties acknowledge that Taxes are paid in arrears and the escrow of Taxes by Sublessee will be based on the Taxes payable only during the term of this Sublease, i.e., Sublessee’s obligation to pay Taxes will commence with the tax bxxx issued for the last half of 2018 (payable in July, 2019), as prorated based on the Commencement Date. Sublessee will escrow payments of Taxes prior to such July, 2019 due date as hereinabove provided. Sublessor acknowledges that all Taxes for the period prior to the Commencement Date shall be the Exiting Operator’s responsibility. Sublessee shall promptly pay and discharge “Other Charges”, consisting of any utilities and other costs and expenses of Sublessee’s operation of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises accruing during the TermTerm of this Sublease with respect to of Sublessee’s operation of the Premises. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant Sublessee shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue accruing prior to or after the Term of this Sublease, even if due and payable during the Term of this Sublease, and the same shall be apportioned for the first lease year for the period after the Commencement Date and the last lease year for the period prior to the Commencement Termination Date. Notwithstanding any provision of this Section 5, it being understood that any such to the extent Sublessee has funded Taxes or Other Charges in accordance with Section 5.2 below, Facility Mortgagee shall be timely pay all Taxes to the responsibility extent of and shall be promptly paid the impound held by Landlord prior to delinquencyFacility Mortgagee.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated4.1. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Customer shall pay all taxes, assessments, fees and discharge other charges (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”) which are imposed by any federal, consisting state or local governmental agency or by any airport authority (collectively, the “Taxing Authorities”) based upon the delivery, sale, importation, inspection, storage or use of the Products purchased by Customer, excepting Taxes which are imposed upon Avfuel based upon its net income or revenues. 4.2. If the Taxing Authorities collect the Taxes directly from Customer, then Customer shall pay all such Taxes on or before their due dates. If the Taxing Authorities require that Avfuel collect the Taxes from Customer at the time of sale, Avfuel will use its best efforts to include all such Taxes in its invoices to Customer and Customer shall pay all such invoices on or before their due dates. (In its invoices, Avfuel will identify those Taxes as separate items.) If Customer is entitled to an exemption from any Taxes which the Taxing Authorities require to be collected by Avfuel, then, in order to permit Avfuel not to collect those Taxes, Customer shall obtain and provide to Avfuel current and valid exemption certificates relating to those Taxes. If, subsequent to the issuance of any real property and other taxes and assessments levied invoice, the Taxing Authorities or assessed Avfuel advise Customer of additional Taxes payable with respect to the PremisesProducts covered by that invoice, and (b) “Other Charges”then Customer shall promptly pay such additional Taxes. 4.3. CUSTOMER ACKNOWLEDGES THAT IT REMAINS SOLELY RESPONSIBLE FOR ALL SUCH TAXES, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other chargesAND WILL INDEMNIFY AVFUEL AGAINST ANY LIABILITY FOR SUCH TAXES EVEN IF AVFUEL FAILS FOR ANY REASON TO INCLUDE ANY SUCH TAXES IN ITS INVOICES TO CUSTOMER. HOWEVER, obligations or deposits assessed against any portion of the Premises during the TermAVFUEL WILL INDEMNIFY CUSTOMER AGAINST ANY LATE CHARGES, PENALTIES OR OTHER CHARGES THAT CUSTOMER INCURS IF AVFUEL’S FAILURE TO INCLUDE ANY TAXES IN ITS INVOICE IS DUE TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 4.4. Tenant Customer’s obligation to indemnify Avfuel shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal extend to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred are assessable against Customer as a result of Landlord’s failure any subsequent change or reinterpretation of the laws relating to timely forward bills those Taxes or any exemptions from those Taxes and to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes for which an exemption had been claimed but which are subsequently assessed by Taxing Authorities based upon its rejection of the claimed exemption for the Products or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyCustomer.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated4.1. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Customer shall pay all taxes, assessments, fees and discharge other charges (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”) which are imposed by any federal, consisting state or local governmental agency or by any airport authority (collectively, the “Taxing Authorities”) based upon the delivery, sale, importation, inspection, storage or use of the Products purchased by Customer, excepting Taxes which are imposed upon Avfuel based upon its net income or revenues. 4.2. If the Taxing Authorities collect the Taxes directly from Customer, then Customer shall pay all such Taxes on or before their due dates. If the Taxing Authorities require that Avfuel collect the Taxes from Customer at the time of sale, Avfuel will use its best efforts to include all such Taxes in its invoices to Customer and Customer shall pay all such invoices on or before their due dates. (In its invoices, Avfuel will identify those Taxes as separate items.) If Customer is entitled to an exemption from any Taxes which the Taxing Authorities require be collected by Avfuel, then, in order to permit Avfuel not to collect those Taxes, Customer shall obtain and provide to Avfuel current and valid exemption certificates relating to those Taxes. If, subsequent to the issuance of any real property and other taxes and assessments levied invoice, the Taxing Authorities or assessed Avfuel advise Customer of additional Taxes payable with respect to the PremisesProducts covered by that invoice, and (b) “Other Charges”then Customer shall promptly pay such additional Taxes. 4.3. CUSTOMER ACKNOWLEDGES THAT IT REMAINS SOLELY RESPONSIBLE FOR ALL SUCH TAXES, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other chargesAND WILL INDEMNIFY AVFUEL AGAINST ANY LIABILITY FOR SUCH TAXES EVEN IF AVFUEL FAILS FOR ANY REASON TO INCLUDE ANY SUCH TAXES IN ITS INVOICES TO CUSTOMER. HOWEVER, obligations or deposits assessed against any portion of the Premises during the TermAVFUEL WILL INDEMNIFY CUSTOMER AGAINST ANY LATE CHARGES, PENALTIES OR OTHER CHARGES THAT CUSTOMER INCURS IF AVFUEL’S FAILURE TO INCLUDE ANY TAXES IN ITS INVOICE IS DUE TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 4.4. Tenant Customer’s obligation to indemnify Avfuel shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal extend to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred are assessable against Customer as a result of Landlord’s failure any subsequent change or reinterpretation of the laws relating to timely forward bills those Taxes or any exemptions from those Taxes and to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes for which an exemption had been claimed but which are subsequently assessed by Taxing Authorities based upon its rejection of the claimed exemption for the Products or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyCustomer.

Taxes and Other Charges. At the commencement and at the expiration of the Term, Borrower shall pay (or cause Mortgage Borrower to pay) all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to (or cause Mortgage Borrower to pay) directly pay Property Taxes shall be proratedsuspended for so long as Mortgage Borrower complies with the terms and provisions of Section 9.4 of the Mortgage Loan Agreement and Section 9.1 hereof. Landlord Borrower shall furnish to Lender receipts for the payment of the Property Taxes and the Other Charges at least five (5) days prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Property Taxes in the event that such Property Taxes have been paid by Mortgage Lender pursuant to Section 9.4 of the Mortgage Loan Agreement). Subject to the terms of Section 5.4(b) hereof, Borrower shall not suffer and shall promptly forward cause to Tenant copies of be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Individual Property, and shall promptly pay for all bills and payment receipts for utility services provided to the Properties. If Mortgage Borrower shall fail to pay any Property Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to in accordance with this Section 6.2 below, Tenant shall pay 5.4 and discharge (including the filing is not contesting or causing a contesting of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any such Property Taxes or Other Charges which accrue prior in accordance with Section 5.4(b) below, or if there are insufficient funds in the Tax and Insurance Reserve Account to the Commencement Date, it being understood that pay any such Property Taxes or Other Charges Charges, Lender shall have the right, but shall not be the responsibility of obligated, to pay such Property Taxes or Other Charges, and Borrower shall be promptly repay to Lender, on demand, any amount paid by Landlord prior Lender, with interest thereon at the Default Rate from the date of the advance thereof to delinquencythe date of repayment, and such amount shall constitute a portion of the Debt secured by the Pledge Agreement.

Taxes and Other Charges. At 9.1 Tenant shall be responsible, during the commencement Possession Period, for payment of all real and at personal property taxes; governmental charges and assessments; water and sewer rents, rates and charges; charges for public utilities; excises and levies arising from the expiration execution hereof; license and permit fees; and other governmental charges, special or general, foreseen or unforeseen (hereinafter referred to collectively as "Tax" or "Taxes") which shall be assessed, levied or imposed upon the Leased Property or this transaction or any part thereof by any federal, state, municipal, or other governmental authority; provided, that any periodic tax having accrued as of the Term, all Taxes and Other Charges Commencement Date shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect 's responsibility. 9.2 Notwithstanding anything to the Premisescontrary set forth in this Lease, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for payingrequired to pay any franchise, estate, inheritance, succession, excise, corporate capital levy, capital gains or transfer tax of Landlord, or any income taxesor excess profits tax of Landlord, gross receipts taxesor any tax which is in fact personal to Landlord, personal property taxes on the Landlord Personal Propertyor any sales, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes use or other taxes tax levied upon the rent payable by Tenant hereunder. 9.3 As provided in Section 6.4 hereof, Tenant shall satisfy its obligations under this Section 9 by payment of a monthly Tax Escrow to Landlord. So long as there is no Event of Default by Tenant under this Lease, all funds held by Landlord as a result of Escrow Deposits (both Tax Escrow and Insurance Escrow payments, including interest earned on Escrow Deposits) shall be held by Landlord in a separate, interest-bearing account ("Escrow Account") used only for Landlord's receipt of Escrow Payments and payment by Landlord of Taxes and insurance obligations of Tenant pursuant to this Lease. Upon the occurrence of an Event of Default by Tenant under this Lease all Escrow Deposit funds (including accumulated interest) may be applied by Landlord to any obligation owed by Tenant to Landlord; provided, that such right shall not be conclusive as to the actual liability of Tenant under any provision of this Lease. 9.4 Any Tax relating to a fiscal period of the taxing authority, a part of which falls after the Commencement Date and prior to the end of the Lease Term, and a part of which is either prior or assessments personal in nature to Landlord subsequent thereto, whether or not such Tax shall be assessed, levied, imposed or become a lien upon the Leased Property, or shall become payable during the term of this Lease, shall be apportioned and adjusted between Landlord and Tenant on a pro rata basis. If Landlord fails to pay any Tax for which it is responsible, Tenant may pay such amount and apply such amount as a credit against Net Rent otherwise due. 9.5 Tenant shall have the right to contest or review the amount or validity of any Tax by appropriate administrative or legal proceedings, but the provision of this right is not to be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay any the Tax Escrow as provided in Section 6.4 based in whole or in part on the Rent payable hereunderamount stipulated by the taxing authority to be due; provided, however, that to the extent that any such contested Tax shall subsequently be determined not to be due, Tenant shall be entitled to recover any such overpayment pursuant to Section 6.4 above, i.e., by reducing future Escrow Deposits in the amount of such overpayment. 9.6 Any contest as to the validity or amount of any Tax, or as to the assessed valuation upon which such Tax was computed or based, whether before or after payment, may be made by Tenant in the name of Landlord or of Tenant, or both, as Tenant shall determine. FurtherLandlord agrees that it will, at Tenant's expense, cooperate with Tenant in no event any such contest as to such extent as Tenant may reasonably request; it being understood, however, that Landlord shall Tenant not be responsible subject to any liability for the payment of any assessments costs or expenses in connection with the initial development any proceeding brought by Tenant, and Tenant covenants to indemnify and save harmless Landlord from any such costs or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of paymentexpenses. 9.7 If any new Mortgage, as described in Section 21 below, establishes requirements for Tax payments to be made in escrow other than as described above, Tenant shall pay Landlord an the escrow amount equal to any Taxes or Penalty as required by such new Mortgagee on the date required by the terms of the Mortgage; provided, that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant Tenant's obligation to pay penalties incurred any increased Escrow Deposit shall be limited to commercially reasonable amounts (for such purpose, requirements of HUD or FNMA shall be considered reasonable). 9.8 At the end of the Lease Term, any surplus of Tax Escrow payments (and accumulated interest thereon) held by Landlord in excess of the unpaid Taxes accrued as a result of Landlord’s failure to timely forward bills the Leased Property shall be repaid by Landlord to Tenant. Notwithstanding anything If the amount of unpaid Taxes accrued during the Lease Term has not been conclusively determined, as of the end of the Lease Term, Landlord may retain Tax Escrow payments (and interest thereon) for the estimated accrued and unpaid Taxes. For this purpose, in the absence of evidence to the contrary contained hereincontrary, the estimated Taxes for the final year or tax period of the Lease Term shall be assumed to be 105% of the prior year's or other tax period's Taxes. At such time as accrued but unpaid Taxes have been conclusively determined, Landlord shall pay Tenant any remaining excess of Tax Escrow payments (and interest thereon) held by Landlord in excess of such accrued but unpaid Taxes within five Business Days after determination of such deficiency; alternatively, if the accrued but unpaid Taxes are in excess of the available Escrow Deposits, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior pay the amount of such excess to the Commencement Date, it being understood that any Landlord within five Business Days after determination of such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencydeficiency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”Pathnet shall pay, consisting of and shall indemnify BNSF against the liability for, any real property and other taxes all taxes, levies, excises, charges and assessments (including any penalties and interest related thereto) (collectively, "Taxes") attributable to the execution, delivery, recording or filing of this Agreement, including without limitation any ad valorem taxes assessed against the properties of BNSF to the extent such ad valorem taxes are attributable to Pathnet's rights hereunder, but only to the extent that the ad valorem taxes attributable to the value of Pathnet's rights have increased due to assessments levied after the date hereof. (b) In the case of amounts described in Section 15(a) to be paid by Pathnet, BNSF shall determine the amount of such Taxes to be paid by Pathnet by reference to information provided by the relevant taxing authority that demonstrates or assessed establishes the increase in such Taxes after the date hereof. If the information provided by the relevant taxing authority demonstrates or establishes that Taxes are attributable to fiber optic development value, but the information does not demonstrate or establish the amount of the Taxes that are so (c) attributable, such amount shall be determined by reference to a formula that is consistently applied and that allocates any such Taxes among all of BNSF's Rail Corridors (including similar agreements) subject to such Taxes in a manner that reasonably reflects both the basis upon which the Taxes are imposed and the relative proportion of such Rail Corridors in respect of which Pathnet has been granted rights hereunder. The amount of Taxes attributable to fiber optic development value shall be fairly allocated between Pathnet and BNSF based upon the relative value of Pathnet's rights and the rights of others to whom BNSF has granted, or in the future may grant, fiber optic rights with respect to the Premisessame property. In all cases, BNSF promptly shall provide to Pathnet information that establishes the manner in which any such Taxes were allocated and (b) “Other Charges”, consisting the basis for establishing that such amounts are attributable to the execution of this Agreement. The parties shall resolve any utilities dispute regarding the liability for payment of Taxes hereunder pursuant to the dispute resolution and other costs and expenses arbitration procedures set forth in Section 21 of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments Lease. (whether or not interest accrues on the unpaid balance). d) Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant Pathnet shall not be responsible for any Taxes or Other Charges for which accrue prior it would not be responsible pursuant to the Commencement Dateprovisions of Section 24(d) or (e) of the form of Lease attached hereto or for any Taxes on Rail Corridors for periods in respect of which Pathnet no longer has rights hereunder. (e) BNSF agrees to reasonably cooperate with Pathnet in the refund, it being understood that rebate, reduction, abatement, mitigation and contest of any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior for which Pathnet is obligated to delinquencypay hereunder.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Lessor shall promptly forward to Tenant Lessee copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from Throughout the impound deposits made by Tenant pursuant to Section 6.2 belowTerm, Tenant Lessee shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Lessor), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant Lessee shall pay the foregoing when due prior to delinquency and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of LandlordLessor’s written notice of payment, Tenant Lessee shall pay Landlord Lessor an amount equal to any Taxes or Penalty that Landlord Lessor at any time is assessed or otherwise becomes responsible and for which Tenant Lessee is liable under this Lease. However, nothing in this Lease shall obligate Tenant Lessee to pay penalties incurred as a result of LandlordLessor’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyLessee.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant Sublessee shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of LandlordSublessor’s written notice of payment, Tenant Sublessee shall pay Landlord Sublessor an amount equal to any Taxes or Penalty that Landlord Sublessor at any time is assessed or otherwise becomes responsible and for which Tenant Sublessee is liable under this LeaseSublease. However, nothing in this Lease Sublease shall obligate Tenant Sublessee to pay penalties incurred as a result of LandlordSublessor’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencySublessee.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject At the end of the Term, subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated4.1. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Customer shall pay all taxes, assessments, fees and discharge other charges (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”) which are imposed by any federal, consisting state or local governmental agency or by any airport authority (collectively, the “Taxing Authorities”) based upon the delivery, sale, importation, inspection, storage or use of the Products purchased by Customer, excepting Taxes which are imposed upon Avfuel based upon its net income or revenues. 4.2. If the Taxing Authorities collect the Taxes directly from Customer, then Customer shall pay all such Taxes on or before their due dates. If the Taxing Authorities require that Avfuel collect the Taxes from Customer at the time of sale, Avfuel will use its best efforts to include all such Taxes in its invoices to Customer and Customer shall pay all such invoices on or before their due dates. (In its invoices, Avfuel will identify those Taxes as separate items.) If Customer is entitled to an exemption from any Taxes which the Taxing Authorities require be collected by Avfuel, then, in order to permit Avfuel not to collect those Taxes, Customer shall obtain and provide to Avfuel current and valid exemption certificates relating to those Taxes. If, subsequent to the issuance of any real property and other taxes and assessments levied invoice, the Taxing Authorities or assessed Avfuel advise Customer of additional Taxes payable with respect to the PremisesProducts covered by that invoice, and (b) “Other Charges”then Customer shall promptly pay such additional Taxes. 4.3. CUSTOMER ACKNOWLEDGES THAT IT REMAINS SOLELY RESPONSIBLE FOR ALL SUCH TAXES AND WILL INDEMNIFY AVFUEL AGAINST ANY LIABILITY FOR SUCH TAXES EVEN IF AVFUEL FAILS FOR ANY REASON TO INCLUDE ANY SUCH TAXES IN ITS INVOICES TO CUSTOMER. HOWEVER, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other chargesAVFUEL WILL INDEMNIFY CUSTOMER AGAINST ANY LATE CHARGES, obligations or deposits assessed against any portion of the Premises during the TermPENALTIES OR OTHER CHARGES THAT CUSTOMER INCURS IF AVFUEL’S FAILURE TO INCLUDE ANY TAXES IN ITS INVOICE IS DUE TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 4.4. Tenant Customer’s obligation to indemnify Avfuel shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal extend to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred are assessable against Customer as a result of Landlord’s failure any subsequent change or reinterpretation of the laws relating to timely forward bills those Taxes or any exemptions from those Taxes and to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes for which an exemption had been claimed but which are subsequently assessed by Taxing Authorities based upon its rejection of the claimed exemption for the Products or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyCustomer.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 5.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”) (excluding any Penalty payable by Landlord pursuant to Section 5.2 below), (a) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)], and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s written notice of paymentpayment from a source other than the amounts impounded by Tenant with Landlord pursuant to Section 5.2, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result whether arising from the sole liability of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to Landlord or the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to joint liability of the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyparties.

Taxes and Other Charges. At the commencement (a) Subject to Section 4.5(b), Borrower shall cause Mortgage Borrower, Mezzanine A Borrower and at the expiration of the Term, Mezzanine B Borrower to pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against each Individual Property or any part thereof as the same become due and payable (except with respect to any Waived Tax Deposit Property (as defined in the Mortgage Loan Agreement) whenever there is not a Borrower Tax Period (as defined in the Mortgage Loan Agreement) with respect to such Waived Tax Deposit Property (as defined in the Mortgage Loan Agreement)); provided, however, prior to the occurrence and continuance of a Mortgage Event of Default, Borrower’s obligation to directly pay Taxes shall be proratedsuspended for so long as Borrower causes Mortgage Borrower to comply with the terms and provisions of Section 8.6 of the Mortgage Loan Agreement. Landlord Except with respect to the Waived Tax Deposit Properties whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property, Borrower shall or shall cause Mortgage Borrower to furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish (or cause to be furnished) such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 8.6 of the Mortgage Loan Agreement). Subject to Section 4.5(b), Borrower shall not permit Mortgage Borrower, Mezzanine A Borrower or Mezzanine B Borrower to suffer and shall promptly forward cause Mortgage Borrower to Tenant copies of all bills cause to be paid and payment receipts for discharged any lien or charge relating to or arising from Taxes or Other Charges received by itwhich may be or become a lien or charge against any Individual Property (or any portion thereof) (except with respect to any Waived Tax Deposit Property whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property), and shall promptly pay for all utility services provided to each Individual Property (or any portion thereof) (except with respect to a Triple Net Leased Property). Subject Borrower shall cause Mortgage Borrower, Mezzanine A Borrower and Mezzanine B Borrower to Landlord’s obligations use commercially reasonable efforts to make payments from cause the impound deposits made by Tenant pursuant with respect to Section 6.2 below, Tenant shall any Waived Tax Deposit Property (whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property) to pay and discharge any lien or charge relating to or arising from Taxes or Other Charges which may be or become a lien or charge against such Waived Tax Deposit Property (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost portion thereof) (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed whenever there is not a Borrower Tax Period with respect to the Premises, such Waived Tax Deposit Property) and shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Tenant with respect to each Triple Net Leased Property to promptly pay all utility services provided to each Triple Net Leased Property. (b) “Other Charges”After prior written notice to Lender, consisting of any utilities Borrower may cause Mortgage Borrower to, at its own expense, contest (or permit to be contested) by appropriate legal proceeding and other costs conducted in good faith and expenses of with due diligence, the Business amount or any portion of the Premises and all other charges, obligations validity or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based application in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which accrue prior Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance with all applicable Legal Requirements; (iii) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall cause Mortgage Borrower to promptly upon final determination thereof pay the Commencement Date, it being understood that amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) in the event that Mortgage Borrower has not complied with the correlative provision in the Mortgage Loan Agreement and neither Mezzanine Borrower has complied with the correlative provisions of the applicable Mezzanine Loan Documents, Borrower shall, or shall cause Mortgage Borrower, to furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established by the applicable government authority or, in the judgment of Lender, the applicable Individual Property (or part thereof or interest therein) shall be the responsibility in danger of and being sold, forfeited, terminated, canceled or lost or there shall be promptly paid any danger of the lien of the Security Instrument being primed by Landlord prior to delinquencyany related lien.

Taxes and Other Charges. At Except as provided in Section 4.16 hereof, the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Mortgagor shall pay and discharge (including discharge, not later than the filing last day on which the same may be paid without penalty or interest, all taxes of every kind and nature, sewer rents, charges for water or for setting or repairing meters, and all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to utilities serving the Premises, and (b) “Other Charges”assessments, consisting of any utilities levies, permits, inspection and license fees and all other costs and expenses of charges imposed upon or assessed against the Business Mortgaged Property or any portion part thereof or upon the revenues, rents, issues, income and profits of the Premises or arising in respect of the occupancy, use or possession thereof (collectively "Impositions") and all the Mortgagor shall exhibit to the Mortgagee within 10 days after the final date that items specified in this Section 1.6 can be paid without interest or penalty, validated receipts showing the payment of such taxes, sewer rents, water, meter and other utility charges, obligations assessments, levies, fees and other charges which may be or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues become a lien on the unpaid balance)Mortgaged Property. Notwithstanding Should the Mortgagor default in the payment of any of the foregoing, there shall be excluded from the definition of TaxesMortgagee may, and Tenant with written notice to Mortgagor, but shall not be responsible obligated to, pay the same or any part thereof and the Mortgagor shall, on demand, reimburse the Mortgagee for payingall amounts so paid. The Mortgagor shall not enter into any written or oral agreement which has the effect of deferring the payment of Impositions which can be assessed, any income taxeslevied, gross receipts taxesconfirmed, personal property taxes imposed or become a lien on the Landlord Personal PropertyMortgaged Property without the consent of the Mortgagee; provided, excess profit taxeshowever, excise taxesthat if the Impositions can be paid in installments, franchise taxesMortgagor shall be entitled to pay the same in such installments. Mortgagor hereby assigns to Mortgagee all rights of Mortgagor now or hereafter arising in and to any refunds of Impositions, capital stock taxes, transfer taxes or other taxes charges relating to the Premises or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunderdebt secured hereby. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its If upon receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges refund by Mortgagee, no Event of Default shall have occurred hereunder and then be continuing, then Mortgagee shall promptly pay over the responsibility same to Mortgagor, if an Event of Default shall have occurred and shall then be promptly paid by Landlord prior to delinquencycontinuing, Mortgagee may apply said refund in reduction of any amount secured hereby.

Taxes and Other Charges. At FOR WHICH TENANT IS DIRECTLY RESPONSIBLE. 4.5.1 Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the commencement Premises. If any such taxes on Tenant's equipment, furniture, fixtures and at PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] any other personal property are levied against Landlord or Landlord's property or if the expiration assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the Termvalidity thereof but only under proper protest if requested by Tenant, all Taxes Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be. 4.5.2 If the tenant improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and Other Charges whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the Tenant Improvement Allowance actually used to build-out the Premises then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be prorated. Landlord deemed to be taxes levied against personal property of Tenant and shall promptly forward to Tenant copies be governed by the provisions of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below4.5.1, above. 4.5.3 Notwithstanding any contrary provision herein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency any (i) rent tax or imposition of sales tax, service tax, transfer tax or value added tax, or any fine, penalty, interest other applicable tax on the rent or other cost (“Penalty”)services herein or otherwise respecting this Lease, (aii) “Taxes”, consisting of any real property and other taxes and assessments levied assessed upon or assessed with respect to the Premisespossession, and (b) “Other Charges”leasing, consisting of any utilities and other costs and expenses operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Business Premises or any portion of the Premises and all other chargesProject, obligations including the Project parking facilities; or deposits (iii) taxes assessed against upon this transaction or any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature document to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing a party creating or transferring an interest or an estate in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyPremises.

Taxes and Other Charges. At the commencement (a) Subject to Section 4.5(b), Borrower shall cause Mortgage Borrower and at the expiration of the Term, Mezzanine A Borrower to pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against each Individual Property or any part thereof as the same become due and payable (except with respect to any Waived Tax Deposit Property (as defined in the Mortgage Loan Agreement) whenever there is not a Borrower Tax Period (as defined in the Mortgage Loan Agreement) with respect to such Waived Tax Deposit Property (as defined in the Mortgage Loan Agreement)); provided, however, prior to the occurrence and continuance of a Mortgage Event of Default, Borrower’s obligation to directly pay Taxes shall be proratedsuspended for so long as Borrower causes Mortgage Borrower to comply with the terms and provisions of Section 8.6 of the Mortgage Loan Agreement. Landlord Except with respect to the Waived Tax Deposit Properties whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property, Borrower shall or shall cause Mortgage Borrower to furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish (or cause to be furnished) such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 8.6 of the Mortgage Loan Agreement). Subject to Section 4.5(b), Borrower shall not permit Mortgage Borrower or Mezzanine A Borrower to suffer and shall promptly forward cause Mortgage Borrower to Tenant copies of all bills cause to be paid and payment receipts for discharged any lien or charge relating to or arising from Taxes or Other Charges received by itwhich may be or become a lien or charge against any Individual Property (or any portion thereof) (except with respect to any Waived Tax Deposit Property whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property), and shall promptly pay for all utility services provided to each Individual Property (or any portion thereof) (except with respect to a Triple Net Leased Property). Subject Borrower shall cause Mortgage Borrower and Mezzanine A Borrower to Landlord’s obligations use commercially reasonable efforts to make payments from cause the impound deposits made by Tenant pursuant with respect to Section 6.2 below, Tenant shall any Waived Tax Deposit Property (whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property) to pay and discharge any lien or charge relating to or arising from Taxes or Other Charges which may be or become a lien or charge against such Waived Tax Deposit Property (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost portion thereof) (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed whenever there is not a Borrower Tax Period with respect to the Premises, such Waived Tax Deposit Property) and shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Tenant with respect to each Triple Net Leased Property to promptly pay all utility services provided to each Triple Net Leased Property. (b) “Other Charges”After prior written notice to Lender, consisting of any utilities Borrower may cause Mortgage Borrower to, at its own expense, contest (or permit to be contested) by appropriate legal proceeding and other costs conducted in good faith and expenses of with due diligence, the Business amount or any portion of the Premises and all other charges, obligations validity or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based application in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which accrue prior Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance with all applicable Legal Requirements; (iii) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall cause Mortgage Borrower to promptly upon final determination thereof pay the Commencement Date, it being understood that amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) in the event that Mortgage Borrower has not complied with the correlative provision in the Mortgage Loan Agreement and neither Mezzanine Borrower has complied with the correlative provisions of the applicable Mezzanine Loan Documents, Borrower shall, or shall cause Mortgage Borrower, to furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established by the applicable government authority or, in the judgment of Lender, the applicable Individual Property (or part thereof or interest therein) shall be the responsibility in danger of and being sold, forfeited, terminated, canceled or lost or there shall be promptly paid any danger of the lien of the Security Instrument being primed by Landlord prior to delinquencyany related lien.

Taxes and Other Charges. At FOR WHICH TENANT IS DIRECTLY RESPONSIBLE. 4.5.1 Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the commencement Premises. If any such taxes on Tenant's equipment, furniture, fixtures and at any other personal property are levied against Landlord or Landlord's property or if the expiration assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the Termvalidity thereof but only under proper protest if requested by Tenant, all Taxes Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be. 4.5.2 If the tenant improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and Other Charges whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the Tenant Improvement Allowance actually used to build-out the Premises then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be prorated. Landlord deemed to be taxes levied against personal property of Tenant and shall promptly forward to Tenant copies be governed by the provisions of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below4.5.1, above. 4.5.3 Notwithstanding any contrary provision herein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency any (i) rent tax or imposition of sales tax, service tax, transfer tax or value added tax, or any fine, penalty, interest other applicable tax on the rent or other cost (“Penalty”)services herein or otherwise respecting this Lease, (aii) “Taxes”, consisting of any real property and other taxes and assessments levied assessed upon or assessed with respect to the Premisespossession, and (b) “Other Charges”leasing, consisting of any utilities and other costs and expenses operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Business Premises or any portion of the Premises and all other chargesProject, obligations including the Project parking facilities; or deposits (iii) taxes assessed against upon this transaction or any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature document to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing a party creating or transferring an interest or an estate in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyPremises.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant Tax Impound pursuant to Section 6.2 5.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefor, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward 4.1 Lessee agrees to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns)discharge, prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of as additional rent for the Premises during the entire term of this Lease, before delinquency, all taxes, assessments, water rents, sewer rentals, utility rates and fees, levies or other charges of any kind which are or may during the term of this Lease be levied, charged, assessed or imposed upon or against the Premises or any buildings or improvements which are hereafter located thereon, or against any legal or equitable interest of Lessor in the Premises, or against any of Lessee’s personal property now or hereafter located thereon, or which may be levied, charged, assessed or imposed upon or against the leasehold estate created hereby. All taxes, assessments and other charges covered by this Paragraph 4 shall be prorated between Lessor and Lessee as of the commencement and expiration dates of the Lease Term. Tenant If at any time during the term of the Lease any tax, assessment or other charge is levied for a benefit which shall pay have a useful life longer than the foregoing when due remaining Lease Term, and before if the law permits the payment of any Penaltysuch tax, but may pay the foregoing assessment or other charge, in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there such tax, assessment or other charge shall be excluded from paid in installments, with Lessee paying such installment during the definition term of Taxesthis Lease and Lessor paying any installments thereafter. 4.2 Anything herein to the contrary notwithstanding, and Tenant Lessee shall not be responsible for paying, required to pay pursuant to this Paragraph 4 any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxesfranchise, capital stock taxeslevy or transfer tax of Lessor, transfer taxes or other taxes any income, profits, or assessments personal in nature to Landlord whether excess profits tax, or not based in whole or in part on the Rent payable hereunder. Furtherany tax which may, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under during the term of this Lease. However, nothing be required to be paid on any gift, or demise, deed, mortgage, descent or other alienation of any part or all of the estate of Lessor in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything and to the contrary Premises or any buildings or improvements which are now or hereafter located thereon. 4.3 Lessee shall furnish to Lessor, upon request, receipts or other appropriate evidence establishing payment of any taxes, assessments or other charges required to be paid hereunder by Lessee. 4.4 Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Lessee contained hereinin the Premises. When possible, Tenant Lessee shall not cause said trade fixtures, furnishings, equipment and all other personal property to be responsible for assessed and billed separately from the real property of Lessor. If any Taxes or Other Charges which accrue of Lessee’s said personal property shall be assessed with Lessor’s real property, Lessee shall pay the taxes attributable to Lessee prior to the Commencement Datedelinquency date for payment of such taxes, it being understood provided that any such Taxes or Other Charges Lessor shall be at reasonable time prior thereto provide Lessee with a written statement setting forth the responsibility taxes applicable to Lessee’s property and an explanation of and shall be promptly paid by Landlord prior to delinquencyLessor’s method of computation thereof.

Taxes and Other Charges. At A. Txxxxx xxxees to pay upon presentation of appropriate tax bill its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement real estate described in Exhibit "B" attached hereto, together with the building and at the expiration grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). Tenant's proportionate share of the Term, all Taxes and Other Charges shall be proratedcomputed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and the denominator of which shall be the total applicable gross leasable square footage or such other equitable apportionment as may be adopted. B. If Tenant should fail to pay any charges required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall promptly forward be deemed to be so much additional rental owing by Tenant copies to Landlord and due and payable upon demand as additional rental plus interest at the rate of one percent (1%) over prime rate at the Seafirst Bank per annum from the date of payment by Landlord until repaid by Tenaxx. (1) If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Charges" for the purposes hereof. (2) Tenant may, alone or along with Landlord and other tenants of the building containing the Premises, at its sole cost and expense, in its or their own name(s) dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant Landlord and all other tenants, if any, joining with Tenant in such contest have deposited with Landlord the amount so contested and unpaid or their proportionate shares thereof as the case may be, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) deposited shall be applied by Landlord toward the payment of the items held valid (plus any court costs, interest, penalities and other liabilities associated with the proceedings), and Tenaxx'x xhare of any excess shall be returned to Tenant. Tenaxx xxxther agrees to pay to Landlord upon demand Tenaxx'x share (as among all Tenants who participated in the contest) of all bills court costs, interest, penalities and other liabilities relating to such proceedings. Tenant hereby indemnifies and agrees to hold harmless the Landlord from and against any cost, damage or expense (including attorney's fees) in connection with any such proceedings. (3) Any payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits be made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed this Paragraph 4 with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing calendar year in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease commences or terminates shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything bear the same ratio to the contrary contained herein, Tenant shall not payment which would be responsible required to be made for any Taxes or Other Charges which accrue prior the full calendar year as that part of such calendar year covered by the Lease Term bears to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencya full calendar year.

Taxes and Other Charges. At X. Xxxxxx agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees, public service impact fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner’s association levy, assessment or imposition against, or arising out of Landlord’s ownership of or interest in, the commencement real estate described in Exhibit ”B” attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the “Charges”). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the “Escrow Payment”) equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Any lump sum public service impact fees paid by Landlord shall be amortized over ten (10) years at interest not to exceed twelve percent (12%) per annum, and equal installments of such fee, together with interest accrued thereon, shall be payable monthly as a portion of the Charges. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the Term, all Taxes Initial Monthly Escrow Payment will be specified in the Basic Lease Information. The initial Escrow Payment is based upon Tenant’s proportionate share of the estimated Charges for the year in question and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by the Landlord to reflect an accurate escrow of Tenant’s estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant’s total Escrow Payments are less than Tenant’s actual pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay to Landlord upon demand the difference; if the Tenant’s total Escrow Payments are more than Tenant’s actual pro rata share of the Charges, Landlord shall retain such excess and discharge credit it to Tenant’s Escrow Xxxxxx/nnnlease rev. 7/92 T DBS/L JCC Payment account for the successive year’s Charges. Tenant’s proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and the denominator of which shall be the total applicable gross leasable square footage; or such other equitable apportionment as may be adopted. B. If Tenant should fail to pay any Escrow Payments required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments, license fees and other Charges. Any sums so paid by Landlord shall be deemed to be so much additional rental owing by Tenant to Landlord and due and payable upon demand as additional rental plus interest at the current Prime Rate as published by Seattle First National Bank plus three percent (3%) per annum from the date of payment by Landlord until repaid by Xxxxxx. (1) If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term “Charges” for the purposes hereof. (2) Tenant may, alone or along with other tenants of the building containing the Premises, at its sole cost and expense, in its or their own name(s) dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant and all other tenants, if any, joining with Tenant in such contest have deposited with Landlord the amount so contested and unpaid or their proportionate shares thereof as the case may be, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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 proceeding(s)), and Xxxxxx’s share of any excess shall be returned to Tenant. Xxxxxx further agrees to pay to Landlord upon demand Xxxxxx’s share (as among all Tenants who participated in the contest) of all court costs, interest, penalties and other liabilities relating to such proceedings. Tenant hereby indemnifies and agrees to hold harmless the Landlord from and against any cost, damage or expense (including the filing of all required returns), prior attorney’s fees) in connection with any such proceedings. (3) Any payment to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed be made pursuant to this Paragraph 4 with respect to the calendar year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full calendar year as that part of such calendar year covered by the Lease Term bears to a full calendar year. X. Xxxxxx shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises, . If any such taxes are levied against Landlord or Landlord’s property and (b) “Other Charges”, consisting if Landlord elects to pay the same or if the assessed value of any utilities Landlord’s property is increased by inclusion of personal property and other costs and expenses of the Business or any portion of trade fixtures placed by Tenant in the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall Landlord elects to pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues taxes based on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of paymentsuch increase, Tenant shall pay to Landlord an amount equal to any Taxes or Penalty upon demand that Landlord at any time is assessed or otherwise becomes responsible and part of such taxes for which Tenant Xxxxxx is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“"Penalty”"), (a) “"Taxes”", consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes and/or gross receipts taxes that may be imposed upon Landlord), and (b) “"Other Charges”", consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s 's written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s 's failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At 9.1 Tenant shall be responsible, during the commencement Possession Period, for payment of all real and at personal property taxes; governmental charges and assessments; water and sewer rents, rates and charges; charges for public utilities; excises and levies arising from the expiration execution hereof; license and permit fees; and other governmental charges, special or general, foreseen or unforeseen (hereinafter referred to collectively as "Tax" or "Taxes") which shall be assessed, levied or imposed upon the Leased Property or this transaction or any part thereof by any federal, state, municipal, or other governmental authority; provided, that any periodic tax having accrued as of the Term, all Taxes and Other Charges Commencement Date shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect 's responsibility. 9.2 Notwithstanding anything to the Premisescontrary set forth in this Lease, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for payingrequired to pay any franchise, estate, inheritance, succession, excise, corporate capital levy, capital gains or transfer tax of Landlord, or any income taxesor excess profits tax of Landlord, gross receipts taxesor any tax which is in fact personal to Landlord, personal property taxes on the Landlord Personal Propertyor any sales, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes use or other taxes tax levied upon the rent payable by Tenant hereunder. 9.3 As provided in Section 6.4 hereof, Tenant shall satisfy its obligations under this Section 9 by payment of a monthly Tax Escrow to Landlord. So long as there is no Event of Default by Tenant under this Lease, all funds held by Landlord as a result of Escrow Deposits (both Tax Escrow and Insurance Escrow payments, including interest earned on Escrow Deposits) shall be held by Landlord in a separate, interest-bearing account ("Escrow Account") used only for Landlord's receipt of Escrow Payments and payment by Landlord of Taxes and insurance obligations of Tenant pursuant to this Lease. Upon the occurrence of an Event of Default by Tenant under this Lease all Escrow Deposit funds (including accumulated interest) may be applied by Landlord to any obligation owed by Tenant to Landlord; provided, that such right shall not be conclusive as to the actual liability of Tenant under any provision of this Lease. 9.4 Any Tax relating to a fiscal period of the taxing authority, a part of which falls after the Commencement Date and prior to the end of the Lease Term, and a part of which is either prior or assessments personal in nature to Landlord subsequent thereto, whether or not such Tax shall be assessed, levied, imposed or become a lien upon the Leased Property, or shall become payable during the term of this Lease, shall be apportioned and adjusted between Landlord and Tenant on a pro rata basis. If Landlord fails to pay any Tax for which it is responsible, Tenant may pay such amount and apply such amount as a credit against Net Rent otherwise due. 9.5 Tenant shall have the right to contest or review the amount or validity of any Tax by appropriate administrative or legal proceedings, but the provision of this right is not to be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay any the Tax Escrow as provided in Section 6.4 based in whole or in part on the Rent payable hereunderamount stipulated by the taxing authority to be due; provided, however, that to the extent that any such contested Tax shall subsequently be determined not to be due, Tenant shall be entitled to recover any such overpayment pursuant to Section 6.4 above, i.e., by reducing future Escrow Deposits in the amount of such overpayment. 9.6 Any contest as to the validity or amount of any Tax, or as to the assessed valuation upon which such Tax was computed or based, whether before or after payment, may be made by Tenant in the name of Landlord or of Tenant, or both, as Tenant shall determine. FurtherLandlord agrees that it will, at Tenant's expense, cooperate with Tenant in no event any such contest as to such extent as Tenant may reasonably request; it being understood, however, that Landlord shall Tenant not be responsible subject to any liability for the payment of any assessments costs or expenses in connection with the initial development any proceeding brought by Tenant, and Tenant covenants to indemnify and save harmless Landlord from any such costs or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of paymentexpenses. 9.7 If any new Mortgage, as described in Section 21 below, establishes requirements for Tax payments to be made in escrow other than as described above, Tenant shall pay Landlord an the escrow amount equal to any Taxes or Penalty as required by such new Mortgagee on the date required by the terms of the Mortgage; provided, that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant Tenant's obligation to pay penalties incurred any increased Escrow Deposit shall be limited to commercially reasonable amounts (for such purpose, requirements of the Federal National Mortgage Association, sometimes referred to herein as a result Xxxxxx Xxx or FNMA, shall be considered reasonable). 9.8 At the end of Landlord’s failure the Lease Term, any surplus of Tax Escrow payments (and accumulated interest thereon) held by Landlord in excess of the unpaid Taxes accrued as to timely forward bills the Leased Property shall be repaid by Landlord to Tenant. Notwithstanding anything If the amount of unpaid Taxes accrued during the Lease Term has not been conclusively determined, as of the end of the Lease Term, Landlord may retain Tax Escrow payments (and interest thereon) for the estimated accrued and unpaid Taxes. For this purpose, in the absence of evidence to the contrary contained hereincontrary, the estimated Taxes for the final year or tax period of the Lease Term shall be assumed to be 105% of the prior year's or other tax period's Taxes. At such time as accrued but unpaid Taxes have been conclusively determined, Landlord shall pay Tenant any remaining excess of Tax Escrow payments (and interest thereon) held by Landlord in excess of such accrued but unpaid Taxes within five Business Days after determination of such deficiency; alternatively, if the accrued but unpaid Taxes are in excess of the available Escrow Deposits, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior pay the amount of such excess to the Commencement Date, it being understood that any Landlord within five Business Days after determination of such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencydeficiency.

Taxes and Other Charges. At the commencement Property taxes, unmetered water and at the expiration of the Term, all Taxes sewer charges and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations municipal or deposits assessed against governmental assessments of any portion and every nature levied or imposed upon the Project (“Impositions”) that are payable in the year in which the Closing Date occurs (the “Current Tax Year”) (and regardless of whether such Impositions relate to the calendar year of the Premises Closing or years prior to the Closing), shall be apportioned on a per diem basis based upon the number of days in the Current Tax Year prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Buyer); provided, however, that there shall be no adjustment of Impositions payable by any tenant directly to the taxing authority under any Lease. Buyer acknowledges that property taxes payable in the current year relate to assessments for the preceding year, and that only property taxes payable for the year in which Closing occurs are being prorated hereunder and no proration is being made for property taxes payable in any year other than the year in which Closing occurs. Seller has paid all installments of Impositions billed for the Property during 2010 (which were actually the Termtaxes assessed for calendar year 2009). Tenant At Closing Impositions shall be prorated between Seller and Buyer based upon an assumed amount of $7,297,735.85 which is the full amount of Impositions paid in 2010 and Seller shall be credited with any installment payments made by Seller during 2011. Within 30 days following receipt of the final installment of Impositions payable during 2011, Buyer shall provide copies of tax invoices to Seller, along with a reconciliation of the proration at Closing to the actual Impositions paid in 2011. If the credit to Buyer at Closing is less than actual proration, then Seller shall pay the foregoing when due difference to Buyer within 30 days of receipt of the reconciliation and before any Penaltycopies of invoices. If the credit to Buyer at Closing is greater than the actual proration, but may pay then Buyer shall reimburse the foregoing difference to Seller within 30 days of receipt of the final installment of Impositions payable during 2011. Impositions assessed against the Real Property for the calendar year 2011 and subsequent calendar years (i.e., payable in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, calendar year 2012 and Tenant subsequent calendar years) and assessments payable during calendar year 2012 and subsequent calendar years shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of prorated and shall be promptly paid by Landlord prior to delinquencyBuyer when due.

Taxes and Other Charges. At X. Xxxxxx agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments (including, but not limited to, local improvement district assessments to finance the commencement costs of streets, sewers, traffic lights and other utilities), license fees and other charges of any kind and nature whatsoever, payable as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the Project, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which Landlord estimates will be due and payable for that particular calendar year. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent, at the expiration same time and in the same manner as the payment of Monthly Base Rent as provided herein. The amount of the Terminitial monthly Escrow Payment will be specified in the Basic Lease Information. The initial Escrow Payment is based upon Tenant's proportionate share of the estimated Charges for the year in question, all Taxes and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's total Escrow Payments are less than Tenant's actual proportionate share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay to Landlord upon demand the difference; if the Tenant's total Escrow Payments are more than Tenant's actual proportionate share of the Charges, Landlord shall retain such excess and discharge credit it to Tenant's Escrow Payment account for the successive year's Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and the denominator of which shall be the total applicable gross leasable square footage or such other equitable apportionment as Landlord may adopt. B. If Tenant should fail to pay any Escrow Payments, taxes, assessments, licensee fees or other charges required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall be deemed to be additional rental owing by Tenant to Landlord and due and payable upon demand as additional rental together with interest at the rate of eighteen percent (18%) per annum from the date of payment by Landlord until repaid by Xxxxxx. (1) If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Charges" for the purposes of this Lease. (2) Tenant may, at its sole cost and expense, in its own name, dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant in such contest has deposited with Landlord the amount so contested and unpaid, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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 Xxxxxx's share of any excess shall be returned to Tenant. Xxxxxx further agrees to pay to Landlord upon demand all court costs, interest, penalties and other liabilities relating to such proceedings. Xxxxxx agrees to indemnity, protect, defend and hold harmless the Indemnified Parties (as defined below) from and against any claims, liabilities, costs, damages or expenses (including the filing of all required returns), prior attorneys' fees) in connection with any such proceedings. (3) Any payment to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed be made pursuant to this Paragraph 4 with respect to the calendar year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full calendar year as that part of such calendar year covered by the Lease Term bears to a full calendar year. X. Xxxxxx shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises, . If any such taxes are levied against Landlord or Landlord's property and (b) “Other Charges”, consisting if Landlord elects to pay the same or if the assessed value of any utilities Landlord's property is increased by inclusion of personal property and other costs and expenses of the Business or any portion of trade fixtures placed by Tenant in the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall Landlord elects to pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues taxes based on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of paymentsuch increase, Tenant shall pay to Landlord an amount equal to any Taxes or Penalty upon demand that Landlord at any time is assessed or otherwise becomes responsible and part of such taxes for which Tenant Xxxxxx is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee and Facility Mortgagee copies of all bills and payment receipts for Taxes or Other Charges received by itit to enable payment thereof prior to the imposition of penalties and interest. Subject Sublessee shall not be penalized for delays by Sublessor in the forwarding of such to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee and Facility Mortgagee. Sublessee or Facility Mortgagee (as applicable) shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”)) provided that Sublessee and Facility Mortgagee timely receive such bills as aforesaid, (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed accruing during the Term of this Sublease with respect to the PremisesPremises (but not such Taxes accruing prior to or after the Term of this Sublease, even if due and payable during the Term of this Sublease), and the same shall be apportioned for the first lease year for the period after the Commencement Date and the last lease year for the period prior to the Termination Date (b) excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), provided such are received in a timely manner that provides Sublessee reasonable time to ensure such payments are made timely. For the avoidance to doubt, the parties acknowledge that Taxes are paid in arrears and the escrow of Taxes by Sublessee will be based on the Taxes payable only during the term of this Sublease, i.e., Sublessee’s obligation to pay Taxes will commence with the tax xxxx issued for the last half of 2018 (payable in July, 2019), as prorated based on the Commencement Date. Sublessee will escrow payments of Taxes prior to such July, 2019 due date as hereinabove provided. Sublessor acknowledges that all Taxes for the period prior to the Commencement Date shall be the Exiting Operator’s responsibility. Sublessee shall promptly pay and discharge “Other Charges”, consisting of any utilities and other costs and expenses of Sublessee’s operation of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises accruing during the TermTerm of this Sublease with respect to of Sublessee’s operation of the Premises. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant Sublessee shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue accruing prior to or after the Term of this Sublease, even if due and payable during the Term of this Sublease, and the same shall be apportioned for the first lease year for the period after the Commencement Date and the last lease year for the period prior to the Commencement Termination Date. Notwithstanding any provision of this Section 5, it being understood that any such to the extent Sublessee has funded Taxes or Other Charges in accordance with Section 5.2 below, Facility Mortgagee shall be timely pay all Taxes to the responsibility extent of and shall be promptly paid the impound held by Landlord prior to delinquencyFacility Mortgagee.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“"Penalty”"), (a) “"Taxes”", consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant's interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates or other similar taxes attributable to Landlord, all of which shall be paid by Landlord)], and (b) “"Other Charges”", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the TermTerm with respect to the use or operation of the Premises. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s 's written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Master Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result whether arising from the sole liability of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to Landlord or the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to joint liability of the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyparties.

Taxes and Other Charges. At (a) Tenant agrees to pay, as Additional Rent, Tenant’s Share of any and all annual (or annualized) real and personal property taxes, regular and special assessments, license fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner’s association levy, assessment or imposition against, or arising out of Landlord’s ownership of or interest in, the commencement Property, together with the Building and the grounds, parking areas, driveways, roads and alleys around the Building in which the Premises are located, or any part thereof, and any reasonable expenses (including attorney’s fees) related to Tax Charge contests (hereinafter collectively referred to as the “Tax Charges”). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the “Tax Escrow Payment”) equal to one-twelfth (1/12) of Tenant’s Share of the Tax Charges which will be due and payable for that particular calendar year. Tenant authorizes Landlord to use the Tax Escrow Payments to pay the Tax Charges. Each Tax Escrow Payment shall be due and payable, as Additional Rent, at the expiration same time and in the same manner as the payment of Base Rent. Such Tax Escrow Payments may be held without interest, and Landlord may deposit such Tax Escrow Payments in any account or accounts it determines in its sole discretion as appropriate. All or any part of the Tax Escrow Payment may be assigned by Landlord to any successor of Landlord under this Lease and upon such assignment, Landlord shall have no liability to Tenant for any such Tax Escrow Payments. The initial Tax Escrow Payment is based upon Tenant’s Share of the estimated Tax Charges for the first calendar year of the Lease Term as determined by Landlord, and the monthly Tax Escrow Payment is subject to increase or decrease from time to time as determined by Landlord to more accurately reflect escrow of Tenant’s Share of the estimated Tax Charges. (b) If Tenant should fail to pay any Tax Escrow Payment required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Tax Escrow Payments or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall be deemed to be Additional Rent owing by Tenant to Landlord and due and payable upon demand as Additional Rent plus interest at the lesser of the rate of eighteen percent (18%) per annum or the highest rate permitted by law from the date of payment by Landlord until repaid by Tenant. (i) If at any time during the Lease Term, all Taxes and Other Charges the present method of taxation shall be proratedchanged so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents on the Property including the Premises, the Building or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term Tax Charges for the purposes hereof. (ii) Landlord shall be solely responsible for any and all Tax Charge contests and shall pursue such contests diligently and in good faith. Landlord shall promptly forward not be required to join in or bring any Tax Charge contest. (c) Tenant copies of shall be liable for all bills taxes levied against personal property and payment receipts for Taxes trade fixtures placed by Tenant in the Premises. If any such taxes are levied against Landlord or Other Charges received by it. Subject to Landlord’s obligations property and Tenant fails to make payments from timely pay the impound deposits made same when due, then Landlord may elect to pay the same, or if the assessed value of Landlord’s property is increased by inclusion of personal property and trade fixtures placed by Tenant pursuant in the Premises and Landlord elects to Section 6.2 belowpay the taxes based on such increase, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in upon demand that part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and such taxes for which Tenant is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At Section 4.1 As a further consideration for the commencement leasing aforesaid, and at as additional rental hereunder, during the expiration term of the Termlease and any extension thereof, Tenant covenants and agrees to bear, pay and discharge, before delinquency thereof, all taxes and assessments, general and special, which may be taxed, charged, levied, assessed or imposed upon or against or be payable for or in respect of the leased premises or any part thereof, or the improvements at any time thereon, including any new taxes and assessments not of the kind enumerated above. Taxes and Other Charges assessments, general and special, for the last year of this lease shall be proratedprorated between Landlord and Tenant. Landlord Taxes and assessments, general and special, for 1969 shall promptly forward be paid by the Tenant. Section 4.2 Nothing herein shall be construed to require Tenant copies to pay any inheritance, transfer, gift, estate, succession or other similar tax or charge that may be payable under any present or future law of the United States or of any state, or imposed by any political or taxing subdivision thereof, or by any other governmental agency, by reason of the devolution, succession, transfer, passing by inheritance, devise, acquisition or becoming effective of the right to possession and enjoyment of all bills and payment receipts for Taxes or Other Charges received any part of the estate of Landlord in the demised premises, whether by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to descent, deed, testamentary provisions, trust deed, gift, mortgage or otherwise. Section 6.2 below, 4.3 Tenant shall deliver to Landlord within thirty (30) days after the last day for payment without penalty or interest of the taxes and assessments, general and special, which Tenant is required to bear, pay and discharge (including hereunder, photostatic copies of the filing of all required returns)receipts showing payment thereof. Section 4.4 Tenant shall have the right, prior in its or Landlord's name, to delinquency or imposition contest the validity of any finetax or assessment which Tenant is required to bear, penaltypay and discharge hereunder, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within by appropriate legal proceedings instituted at least ten (10) days before the tax or assessment complained of its receipt of Landlord’s shall become delinquent, if and provided Tenant before instituting any such contest, gives Landlord written notice of paymentits intentions so to do, an if and provided further that Tenant shall pay Landlord an amount deposit with a bank satisfactory to Landlord, as trustee, a sum equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible the amount of tax being contested, together with all interest and for penalties which Tenant is liable under this Lease. Howevermay accrue during such contest, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, and if and provided further Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that diligently prosecute any such Taxes contest, at all times effectually stay or Other Charges shall be otherwise, and pay any final judgment enforcing the responsibility of tax or assessment so contested and shall be thereafter promptly paid by Landlord prior to delinquencyprocure record satisfaction thereof.

Taxes and Other Charges. At A. Tenant agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent, at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the Terminitial monthly Escrow Payment will be specified in the Basic Lease information. The initial Escrow Payment is based upon Tenant's proportionate share of the estimated Charges for the year in question, all Taxes and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's total Escrow Payments are less than Tenant's actual pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay to Landlord upon demand the difference; if the Tenant's total Escrow Payments are more than Tenant's actual pro rata share of the Charges, Landlord shall retain such excess and discharge credit it to Tenant's Escrow Payment account for the successive year's Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and the denominator of which shall be the total applicable gross leasable square footage. Tenant's proportionate share is 35.4%. B. If Tenant should fail to pay any Escrow Payments required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall be deemed to be so much additional rental owing by Tenant to Landlord and due and payable upon demand as additional rental plus interest at the rate of eighteen percent (18%) per annum from the date of payment by Landlord until repaid by Tenant. (1) If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents of the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Charges" for the purposes hereof. (2) Tenant may, alone or along with other tenants of the building containing the Premises, at its sole cost and expense, in its or their own name(s) dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant and all other tenants, if any, joining with Tenant in such contest have deposited with Landlord the amount so contested and unpaid or their proportionate shares thereof as the case may be, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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 further agrees to pay to Landlord upon demand Tenant's share (as among all Tenants who participated in the contest) of all court costs, interest, penalties and other liabilities relating to such proceedings. Tenant hereby indemnifies and agrees to hold harmless the Landlord from and against any cost, damage or expense (including the filing of all required returns), prior attorney's fees) in connection with any such proceedings. (3) Any payment to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed be made pursuant to this Paragraph 4 with respect to the calendar year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full calendar year as that part of such calendar year covered by the Lease Term bears to a full calendar year. D. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises, . If any such taxes are levied against Landlord or Landlord's property and (b) “Other Charges”, consisting if Landlord elects to pay the same or if the assessed value of any utilities Landlord's property is increased by inclusion of personal property and other costs and expenses of the Business or any portion of trade fixtures placed by Tenant in the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall Landlord elects to pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues taxes based on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of paymentsuch increase, Tenant shall pay to Landlord an amount equal to any Taxes or Penalty upon demand that Landlord at any time is assessed or otherwise becomes responsible and part of such taxes for which Tenant is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward 4.1 Tenant agrees to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge as punctually as and when the same will become due and payable without penalty, all real estate taxes, personal property taxes, assessments (including the filing of all required returnsincluding, but not limited to, assessments for public improvements or benefits), prior costs and expenses which are due or accrue pursuant to delinquency any easement, declaration or imposition other agreement of record, and all other governmental taxes, impositions and charges of every kind and nature, extraordinary or ordinary, general or special, unforeseen or foreseen, whether similar or dissimilar to any of the foregoing, which at any time during the Term will become due and payable by Landlord or Tenant and which are levied, assessed or imposed upon or with respect to or will become a lien upon, the Premises or any portion thereof, or any interest of Landlord or Tenant therein, under or by virtue of any finepresent or future law, penaltystatute, interest charter, ordinance, regulation or other cost (“Penalty”), (a) “Taxes”, consisting requirement of any real property governmental authority, whether federal, state, county, city, municipal or otherwise. Landlord agrees to pay and other taxes discharge all taxes, assessments, costs and assessments expenses, impositions and charges of the kind above which are due and payable and which remain unpaid as of the date of this Lease, irrespective of when the same may have been levied, imposed or assessed, and to discharge all liens which may be asserted against the Premises. It is the intention of the parties hereto that, insofar as the same may be lawfully done, except as otherwise provided herein, Landlord will be free from all costs, expenses and obligations and all such taxes, assessments, costs and expenses, impositions and charges, and that this Lease will yield net to Landlord not less than Base Rent reserved hereunder throughout the Term; except as specifically provided in this Lease. 4.2 It is expressly understood and agreed that Tenant will not be required to pay, or reimburse Landlord for (i) any local, state or federal capital levy, franchise tax, revenue tax, income tax, profits tax or single business tax of Landlord or any tax or impost charged or levied upon or assessed with respect to the Base Rent or other payments hereunder, unless such levy, tax or impost is in lieu of or a substitute for any other tax or impost upon or with respect to the Premises which, if such other tax or impost were in effect, would be payable by Tenant under the provisions hereof, or (ii) any estate, inheritance, devolution, succession or transfer tax which may be imposed upon or with respect to any transfer (other than taxes in connection with a conveyance by Landlord to Tenant) of Landlord's interest in the Premises. 4.3 Upon expiration or earlier termination of this Lease (except for the termination hereof pursuant to the provisions of Section 14), and (b) “Other Charges”all taxes, consisting of any utilities and other assessments, costs and expenses expenses, impositions and charges of the Business kind above which will be levied, assessed or become due upon the Premises or any portion thereof will be prorated to the date of such expiration or earlier termination. With respect to assessments levied for public improvements, if such assessments may be paid in installments, Tenant will be obligated to pay only such installments thereof which will become due and payable during the Premises term of this Lease. 4.4 Tenant may contest any such tax, assessment, cost or expense, imposition or charge in any manner permitted by law, in Tenant's name, and whenever necessary, in Landlord's name, provided such tax or assessment is only levied against the Premises. Tenant will indemnify and hold Landlord harmless from any and all other chargesexpenses, obligations costs, and liabilities in connection with any such contest. Landlord will cooperate with Tenant and execute any documents or deposits assessed against pleadings required for such purpose. Such contest may include appeals from any portion of and all judgments, decrees or orders until a final determination is made by a court or governmental department or authority having final jurisdiction in the Premises during the Termmatter. However, notwithstanding such contest, Tenant shall will pay the foregoing when due contested tax, assessment, cost or expense, imposition or charge in the manner and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding dates provided for in this Section, unless enforcement of any tax, assessment, cost or expense, imposition or charge may be stayed by Tenant during such contest by the foregoing, there shall be excluded from filing of a bond or the definition payment of Taxes, and Tenant shall not be responsible for paying, a monetary deposit made in court in connection therewith or any income taxes, gross receipts taxes, personal property taxes on other similar action permitted by the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments local authority having jurisdiction in connection with the initial development or construction of the Facilityforegoing. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal Any tax refund with respect to any Taxes tax, assessment, cost or Penalty that Landlord at any time is assessed expense, imposition or otherwise becomes responsible and for which charge paid by Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall will be the responsibility property of and shall be promptly paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all ----------------------- Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s 's obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 5.2 below, Tenant shall pay ----------- and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”"PENALTY") (excluding any Penalty payable by Landlord pursuant to Section 5.2 ----------- below), (aA) “Taxes”"TAXES", consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax (including, without limitation, any rental tax that may at any time be imposed by the State of Georgia) or other excise taxes, and other assessments levied or assessed against the Premises, Tenant's interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)], and (bB) “Other Charges”"OTHER CHARGES", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s 's written notice of paymentpayment from a source other than the amounts impounded by Tenant with Landlord pursuant to Section 5.2, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Master Lease, whether arising from the sole liability of Landlord or the joint liability of the parties. HoweverPROTESTS. Tenant has the right, nothing but not the obligation, in this Lease shall obligate Tenant good faith to pay penalties incurred as -------- protest or contest (a result "PROTEST") in whole or in part (A) the amount or payment ------ of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior and (B) the existence, amount or validity of any Lien (as defined in Section 8.1) by appropriate proceedings sufficient to - ----------- prevent its collection or other realization and the Commencement Datesale, forfeiture or loss of any portion of the Premises or Rent to satisfy it being understood that (so long as it provides Landlord with reasonable security to assure the foregoing). Tenant shall diligently prosecute any such Taxes or Protest at its sole cost and expense and pay such Taxes, Other Charges shall be or Lien before the responsibility imposition of and shall be promptly paid by any Penalty. Landlord prior to delinquencywill cooperate fully in any Protest that involves an amount assessed against it.

Taxes and Other Charges. At All real estate taxes and assessments and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the commencement and at Premises, or any part thereof by any federal, state, county, regional, municipal or other governmental or quasi-public authority, together with any increases therein for any reason (collectively, the expiration of the Term“Taxes”), all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills an operating cost and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay such operating costs to Landlord as provided in paragraph 16. Landlord reserves the right to xxxx Tenant for real property taxes separate from operating costs on an annual or semi-annual basis. By way of illustration and discharge not limitation, “other taxes, fees and charges” as used herein include any and all taxes payable by Landlord (including other than state and federal personal or corporate income taxes measured by the filing net income of Landlord from all required returnssources, capital gains taxes, and premium taxes), prior to delinquency whether or imposition not now customary or within the contemplation of any fine, penalty, interest or other cost (“Penalty”)the parties hereto, (ai) “Taxes”upon, consisting of allocable to, or measured by the rent payable hereunder including, without limitation, any real property and other taxes and assessments gross income or excise tax levied by the local, state or assessed federal government with respect to the receipt of such rent, (ii) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any part thereof, (iii) upon or measured by the value of Tenant’s personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with respect to vehicles, parking or the number of persons employed in or about the Project, and (bvi) “Other Charges”any tax, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxeslicense, franchise taxes, capital stock taxes, transfer taxes fee or other taxes imposition upon Landlord which is otherwise measured by or assessments personal in nature to Landlord whether or not based in whole or in part on upon the Rent payable hereunderPremises or any portion thereof. FurtherIf Landlord contests any such tax, fee or charge, the cost and expense incurred by Landlord thereby (including, but not limited to, costs of attorneys and experts) shall also be operating costs and Tenant shall pay such operating costs to Landlord as provided in no event paragraph 16. Tenant agrees to pay, before delinquency, any and all taxes levied or assessed during the term hereof upon Tenant’s equipment, furniture, fixtures and other personal property located in the Premises, including carpeting and other property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Premises. If any of Tenant’s personal property shall Tenant be responsible for any assessments in connection assessed with the initial development or construction of Premises, Tenant shall pay to Landlord, as additional rent, the Facility. Within amount attributable to Tenant’s personal property within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.after receipt

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all ----------------------- Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s 's obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 5.2 below, Tenant shall pay ----------- and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”"PENALTY") (excluding any Penalty payable by Landlord pursuant to Section 5.2 ----------- below), (aA) “Taxes”"TAXES", consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant's interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)], and (bB) “Other Charges”"OTHER CHARGES", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s 's written notice of paymentpayment from a source other than the amounts impounded by Tenant with Landlord pursuant to Section 5.2, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Master Lease, whether arising from the sole liability of Landlord or the joint liability of the parties. HoweverPROTESTS. Tenant has the right, nothing but not the obligation, in this Lease shall obligate Tenant good faith to pay penalties incurred as -------- protest or contest (a result "PROTEST") in whole or in part (A) the amount or payment ------ of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior and (B) the existence, amount or validity of any Lien (as defined in Section 8.1) by appropriate proceedings sufficient to - ----------- prevent its collection or other realization and the Commencement Datesale, forfeiture or loss of any portion of the Premises or Rent to satisfy it being understood that (so long as it provides Landlord with reasonable security to assure the foregoing). Tenant shall diligently prosecute any such Taxes or Protest at its sole cost and expense and pay such Taxes, Other Charges shall be or Lien before the responsibility imposition of and shall be promptly paid by any Penalty. Landlord prior to delinquencywill cooperate fully in any Protest that involves an amount assessed against it.

Taxes and Other Charges. At FOR WHICH TENANT IS DIRECTLY RESPONSIBLE. 4.5.1 Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the commencement Premises. If any such taxes on Tenant's equipment, furniture, fixtures and at any other personal property are levied against Landlord or Landlord's property or if the expiration assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the Termvalidity thereof but only under proper protest if requested by Tenant, all Taxes Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be. 4.5.2 If the tenant improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and Other Charges whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which tenant improvements conforming to Landlord's "building standard" in other space in the Building are assessed, then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be prorated. Landlord deemed to be taxes levied against personal property of Tenant and shall promptly forward to Tenant copies be governed by the provisions of all bills and payment receipts Section 4.5.1, above; provided, however, Landlord's "building standard" shall be reasonably established vis-a-vis the customary level of tenant improvements for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from a first-class office building campus in the impound deposits made by Tenant pursuant to Section 6.2 belowDel Mar Heights/UTC area. 4.5.3 Notwithstanding any contrary provision herein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency any (i) rent tax or imposition of sales tax, service tax, transfer tax or value added tax, or any fine, penalty, interest other applicable tax on the rent or other cost (“Penalty”)services herein or otherwise respecting this Lease, (aii) “Taxes”, consisting of any real property and other taxes and assessments levied assessed upon or assessed with respect to the Premisespossession, and (b) “Other Charges”leasing, consisting of any utilities and other costs and expenses operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Business Premises or any portion of the Premises and all other chargesProject, obligations including the Project parking facility; or deposits (iii) taxes assessed against upon this transaction or any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature document to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing a party creating or transferring an interest or an estate in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyPremises.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, (a) Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the non-payment thereof, all taxes, including municipal and school taxes, assessments, rates and charges, county taxes, excises, levies, and all other cost (“Penalty”)license and permit fees and other governmental charges, (a) “Taxes”including but not limited any establishment fees, consisting manufacturing fees, or impact fees imposed by the federal, state or municipal government or any such governmental agency, and any taxes, charges or fees in lieu of any real property of the foregoing, which during the Lease Term may be assessed, levied, confirmed, imposed upon, or become due and other taxes and assessments levied or assessed payable with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Premises or any portion part thereof or any appurtenance thereto (all of the Premises and which are hereinafter collectively called “Taxes”). Landlord shall promptly submit to Tenant copies of all other charges, obligations or deposits assessed against any portion of the Premises during the Termsuch Tax bills directed to Landlord. Tenant shall pay such Taxes directly to the foregoing when due and before any Penalty, but may pay government or other public authority charged with the foregoing in permitted installments collection thereof. Tenant shall deliver to Landlord copies of receipts or canceled checks showing the payment of such Taxes. (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there b) All Taxes which shall be excluded from charged, laid, levied, assessed or imposed for each fiscal period in which the definition of Taxes, Lease Term terminates shall be apportioned pro rata between Landlord and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection accordance with the initial development or construction portion of the Facilityrelevant fiscal period during which the Lease Term shall be in effect. Within In the event that any payment of Taxes is due during the Lease Term with respect to a fiscal period that extends beyond the Lease Term, Landlord shall pay Tenant Landlord’s proportionate share thereof (based upon the portion of the fiscal period that extends beyond the Lease Term) at least ten (10) days of its receipt of prior to the date that payment is due with the maximum discount. Provided that Tenant receives Landlord’s written notice payment as aforesaid, Tenant shall remit to the taxing authority, the full amount due for the relevant fiscal period. If Tenant does not receive Landlord’s payment as aforesaid, Tenant shall remit to the taxing authority, Tenant’s proportionate share of paymentTaxes for the relevant fiscal period. In the event that any payment of Taxes is due after the expiration of the Lease Term with respect to a fiscal period that includes part of the Lease Term, Tenant shall pay to Landlord an amount equal Tenant’s proportionate share thereof (based upon the portion of the fiscal period that was included in the Lease Term) with the last monthly payment of Rent due to Landlord. (c) If any Taxes special assessment with respect to the Premises may be paid in installments, Tenant shall be obligated to pay only those installments which become due and payable during the Lease Term. (d) Nothing herein contained shall require or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate be construed to require Tenant to pay penalties incurred as a result of any transfer, recording, inheritance, estate, succession, franchise, excise, business privilege, income, gross receipts or profit tax, or capital levy that is or may be imposed upon Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, . (e) Tenant shall not be responsible for have the right to request that Landlord contest any increase in any Taxes or Other Charges which accrue prior levied against the Premises and Landlord shall have the right to the Commencement Date, it being understood that any decide whether to contest such Taxes or Other Charges shall be the responsibility of increase in its sole and shall be promptly paid by Landlord prior to delinquencyabsolute discretion.

Taxes and Other Charges. At X. Xxxxxx agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments (including, but not limited to, local improvement district assessments to finance the commencement costs of streets, sewers, traffic lights and other utilities), license fees and other charges of any kind and nature whatsoever, payable as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the Project, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which Landlord estimates will be due and payable for that particular calendar year. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent, at the expiration same time and in the same manner as the payment of Monthly Base Rent as provided herein. The amount of the Terminitial monthly Escrow Payment will be specified in the Base Lease Information. The initial Escrow Payment is based upon Tenant's proportionate share of the estimated Charges for the year in question, all Taxes and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's total Escrow Payments are less than Tenant's actual proportionate share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay to Landlord upon demand the difference; if the Tenant's total Escrow Payments are more than Tenant's actual proportionate share of the Charges, Landlord shall retain such excess and discharge credit it to Tenant's Escrow Payment account for the successive year's Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and the denominator of which shall be the total applicable gross leasable square footage or such other equitable apportionment as Landlord may adopt. B. If Tenant should fail to pay any Escrow Payments, taxes, assessments, licensee fees or other charges required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall be deemed to be additional rental owing by Tenant to Landlord and due and payable upon demand as additional rental together with interest at the rate of eighteen percent (18%) per annum from the date of payment by Landlord until repaid by Xxxxxx. (1) If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Charges" for the purposes of this Lease. (2) Tenant may, at its sole cost and expense, in its own name, dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant in such contest has deposited with Landlord the amount so contested and unpaid, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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 Xxxxxx's share of any excess shall be returned to Tenant. Xxxxxx further agrees to pay to Landlord upon demand all court costs, interest, penalties and other liabilities relating to such proceedings. Xxxxxx agrees to indemnity, protect, defend and hold harmless the Indemnified Parties (as defined below) from and against any claims, liabilities, costs, damages or expenses (including the filing of all required returns), prior attorneys' fees) in connection with any such proceedings. (3) Any payment to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed be made pursuant to this Paragraph 4 with respect to the calendar year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full calendar year as that part of such calendar year covered by the Lease Term bears to a full calendar year. X. Xxxxxx shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises, . If any such taxes are levied against Landlord or Landlord's property and (b) “Other Charges”, consisting if Landlord elects to pay the same or if the assessed value of any utilities Landlord's property is increased by inclusion of personal property and other costs and expenses of the Business or any portion of trade fixtures placed by Tenant in the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall Landlord elects to pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues taxes based on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of paymentsuch increase, Tenant shall pay to Landlord an amount equal to any Taxes or Penalty upon demand that Landlord at any time is assessed or otherwise becomes responsible and part of such taxes for which Tenant Xxxxxx is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Landlord), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall will also pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within at least ten (10) days before the same become delinquent all taxes, assessments, rates, charges and other outgoings of its receipt of Landlord’s written notice of paymentevery description (but not including interest and penalties if Landlord makes late payment after receiving timely remittance from Tenant) to which said premises or any part thereof or any improvement thereon, or Landlord or Tenant in respect thereof, are now or may during said term be assessed or become liable, whether made by governmental authority, by any utility company or by any public or community service company; provided, however, that with respect to any assessment made under any betterment or improvement law which may be payable in installments, Tenant shall be required to pay only such installments together with interest as shall become due and payable during said term, and real property taxes shall be prorated between Landlord an and Tenant as of the dates of commencement and expiration respectively of said term. Tenant will also pay to Landlord with each installment of rent, real property taxes and assessments and other charges hereunder payable by Tenant the amount equal to any Taxes of all Hawaii general excise or Penalty that similar taxes payable by Landlord with respect thereto, whether actually or constructively received. If at any time is during said term there shall be assessed against the demised land or otherwise becomes responsible and any part thereof or any improvement thereon or any rents payable to Landlord therefor or against Landlord in respect thereof, any new taxes (other than federal or state net income, franchise, corporation, capital stock or excess profits taxes or any other taxes existing at the commencement of said term) which are in substitution for which real property taxes or are in lieu of increases thereof, Tenant is liable under this Lease. Howeverwill also pay to Landlord as additional rent, nothing in at least ten (10) days before the same become delinquent, all such new taxes; Tenant will pay all Hawaii conveyance taxes, if any, payable with respect to this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for and any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencysubleases hereunder.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant chemQ shall not be responsible for payingthe payment of any use, any income taxessales, gross receipts taxesvalue added, personal property taxes on the Landlord Personal Propertyexcise, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes tax, duty, tariff, customs, inspection, or assessments personal testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority with respect to the sale or transfer or PRODUCTS to Purchaser or import or export of PRODUCTS in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Furthercourse of shipment of Purchaser, in no event shall Tenant be responsible for any assessments in connection with the initial development sole exception of any sales taxes invoiced and collected from Purchaser by chemQ. All other such charges (if any) must be paid by Purchaser separately and in addition to the prices quoted or construction invoiced. In the event chemQ is required to pay any such tax, tariff, duty, fee or charge, Purchaser shall reimburse chemQ therefor. If Purchaser claims any exemption with respect to any such tax, tariff, duty, fee or charge, Purchaser must provide a valid, signed certificate or letter of the Facilityexemption for each respective jurisdiction and indemnify, defend, and hold harmless chemQ with respect to any potential liability resulting from any failure to pay any such tax, tariff, duty, fee or charge. Within ten TERMS OF PAYMENT: Payment in full shall be made within twenty-one (1021) days of its receipt of Landlord’s written notice of paymentinvoice. Payment may be made by ACH transfer or check, Tenant however, ACH transfer is the preferred method. chemQ will invoice Purchaser upon shipment for the full price and all other charges and amounts payable by Purchaser in accordance with the terms on this Contract. If Purchaser fails to pay any amounts when due, Purchaser shall pay Landlord an chemQ interest thereon at a periodic rate of one and one-half percent (1.5%) per month or, if lower, the maximum amount equal that can be charged under law, compounded monthly (equivalent to any Taxes 19.56% per annum), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by chemQ in collecting such overdue amounts or Penalty otherwise enforcing chemQ's rights hereunder. chemQ reserves the right to require from Purchaser full or partial payment in advance, or other security that Landlord is satisfactory to chemQ, at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Leasethat chemQ believes in good faith that Purchaser's financial condition does not justify the terms of payment specified. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges All payments shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencymade in U.S. Dollars.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "True Lease Schedule," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "Tax Benefits"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and assuming a half-year convention and zero salvage value, for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (bthe "Assumed Tax Rate"). With respect to Equipment set forth on any such True Lease Schedule, Lessee agrees that: Lessee will not claim that Lessee is the owner of the Equipment subject thereto or that Lessee is otherwise entitled to all or any of the Tax Benefits; Lessee will not take any action inconsistent with Lessor's anticipated Tax Benefits; and the Equipment will not constitute "public utility property" or "tax-exempt use property" within the meaning of sections 168(i)(1 0) “Other Charges”or 168(h) of the Code. If , consisting as the result of any utilities and other costs and expenses act, omission and/or misrepresentation of the Business Lessee, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require, or upon Lessee's request, may agree, in Lessor's sole discretion, that such Tax Loss shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnities and covenants set forth in Sections 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At A. Xxxxxx xxxees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable to that particular calendar year. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent, at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the initial monthly Escrow Payment will be specified in the Basic Lease Information. The Initial Escrow Payment is based upon Tenant's proportionate share of the estimated Charges for the year in question, and the monthly Escrow Payment is subject to increase or decrease as determined by Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of B. If Tenant should fail to pay any Escrow Payments required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall be deemed to be so much additional rental owing by Tenant to Landlord and due and payable upon demand as additional rental plus interest at the rate of eighteen percent (18%) per annum from the date of payment by Landlord until repaid by Tenaxx. (1) If at any time during the Lease Term, all Taxes and Other Charges the present method of taxation shall be proratedchanged so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole on in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Charges" for the purposes hereof. (2) Tenant may, alone or along with other tenants of the building containing the Premises, at its sole cost and expense, in its or their own name(s) dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant and all other tenants, if any, joining with Tenant in such contest have deposited with Landlord the amount so contested and unpaid or their proportionate shares thereof as the case may be, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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 Tenaxx'x xhare of any excess shall be returned to Tenant. Tenaxx xxxther agrees to pay to Landlord shall promptly forward to Tenant copies upon demand Tenaxx'x xhare (as among all Tenants who participated in the contest) of all bills court costs, interest, penalties and other liabilities relating to such proceedings. Tenant hereby indemnifies and agrees to hold harmless the Landlord from and against any cost, damage or expense (including attorney's fees) in connection with any such proceedings. (3) Any payment receipts to be made pursuant to this Paragraph 4 with respect to the calendar year in which this Lease commences or terminates shall bear the same ratio to the D. Xxxxxx xxxll be liable for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made all taxes levied against personal property and trade fixtures placed by Tenant pursuant in the Premises. If any such taxes are levied against Landlord or Landlord's property and if Landlord elects to Section 6.2 belowpay the same or if the assessed value of Landlord's property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in upon demand that part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and such taxes for which Tenant is Tenaxx xx primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At FOR WHICH TENANT IS DIRECTLY RESPONSIBLE. ---------------------------------------------------------------- 4.5.1 Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the commencement Premises. If any such taxes on Tenant's equipment, furniture, fixtures and at any other personal property are levied against Landlord or Landlord's property or if the expiration assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the Termvalidity thereof but only under proper protest if requested by Tenant, all Taxes Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be. 4.5.2 If the tenant improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and Other Charges whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which tenant improvements conforming to Landlord's "building standard" in other space in the Building are assessed, then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be prorated. Landlord deemed to be taxes levied against personal property of Tenant and shall promptly forward to Tenant copies be governed by the provisions of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below4.5.1, above. 4.5.3 Notwithstanding any contrary provision herein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency any (i) rent tax or imposition of sales tax, transfer tax or value added tax, or any fine, penalty, interest other applicable tax on the rent or other cost (“Penalty”)services herein or otherwise respecting this Lease, (aii) “Taxes”, consisting of any real property and other taxes and assessments levied assessed upon or assessed with respect to the Premisespossession, and (b) “Other Charges”leasing, consisting of any utilities and other costs and expenses operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Business Premises or any portion of the Premises and all other chargesProject, obligations including the Project parking facility; or deposits (iii) taxes assessed against upon this transaction or any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature document to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing a party creating or transferring an interest or an estate in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyPremises.

Taxes and Other Charges. At A. Xxxxxx agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees and other charges of any kind and nature whosoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent, at the expiration same time and in the same manner, as the payment as monthly rental as provided herein. The amount of the Terminitial monthly Escrow Payment will be specified in the Basic Lease Information. The initial Escrow Payment is based upon Tenant's proportionate share of the Charges for the year in question, all Taxes and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's actual Escrow Payments are less than Tenant's pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay the Landlord upon demand the difference; if the Tenant's total Escrow Payments are more than Tenant's actual pro rata share of the Charges, the Landlord shall retain such excess and discharge credit it to Tenant's Escrow Payment account for the successive years Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator or which shall be the number of gross leaseable square feet or floor space in the premises and the denominator of which shall be the total applicable gross leaseable square footage or such other equitable apportionment as may be adopted. B. If Tenant should fail to pay any Escrow Payments required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payment or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall be deemed to be so much additional rental owing by Tenant to Landlord and due and payable upon demand as additional rental plus interest at the rate or eighteen percent (18%) per annum from the date of payment by Landlord until repaid by Txxxxx. (1) If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Charges" for the purposes hereof. (2) Tenant may, alone or along with other tenants of the building containing the Premises, at its sole cost and expense, in its or their own name(s) dispute and contest any Charges by appropriate proceedings diligently conduct in good faith, but only after Tenant and all other tenants, if any, joining with Tenant in such contest have deposited with Landlord the amount so contested and unpaid or their proportionate shares thereof as the case may be, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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), ad Tenant's share of any excess shall be returned to Tenant. Txxxxx further agrees to pay to the Landlord upon demand, the Tenant's share (as among all tenants who participated in the contest) of all court costs, interests, penalties and other liabilities relating to such proceedings. Tenant hereby indemnifies and agrees to hold harmless the Landlord from and against and cost, damage or expense (including the filing of all required returns), prior attorney fees) in connection with any such proceedings. (3) Any payment to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed be made pursuant to this Paragraph 4 with respect to the calendar year in which this Lease commences of terminates shall bear the same ratio to the payment which would be required to be made for the full calendar year as the part of such calendar year covered by the Lease Term bears to a full calendar year. D. Xxxxxx shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises, . If any such taxes are levied against Landlord or Landlord's property and (b) “Other Charges”, consisting if Landlord elects to pay the same or if the assessed value of any utilities Landlord's property is increased by inclusion of personal property and other costs and expenses of the Business or any portion of trade fixtures placed by Tenant in the Premises and all other chargesLandlord elects to pay the taxes based on such increase, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition Landlord upon demand that part of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property such taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tax Impound as defined therein. Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "TRUE LEASE SCHEDULE," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "TAX BENEFITS"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "CODE"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (b) “Other Charges”assuming a half-year convention and zero salvage value, consisting of any utilities for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the Business True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "ASSUMED TAX RATE"). If, for any reason whatsoever, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "TAX LOSS"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require or upon Lessee's request, may agree, in Lessor's sole discretion, that such Tax Loss shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnities and covenants set forth in Section 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of Seller shall be responsible for and shall pay any ad valorem real property and other taxes and general and special assessments levied and any ad valorem personal property taxes, including any interest or penalties thereon, which are attributable or are assessed with respect to the operation and ownership of the Business for periods and events prior to the Closing. Buyer will be responsible for ad valorem real property taxes and general and special assessments and any ad valorem personal property taxes, including any interest or penalties thereon, attributable or assessed with respect to all periods and events on or following the PremisesClosing. Buyer is responsible for and shall pay any rents, street surfacing and other municipal charges, and (b) “Other Charges”fuel, consisting of any utilities water, sewer, electrical and other costs utility charges, including any interest or penalties thereon, which are attributable to the operation and expenses ownership of the Business or any portion in the ordinary course and consistent with past practice for periods and events prior to the Closing but not yet due and payable as of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the TermClosing. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant Buyer will be responsible for any assessments such charges attributable to periods and events on or following the Closing. (b) Regardless of whether or not the transactions contemplated hereby are consummated, each party to this Agreement shall pay all expenses incurred by it or on its behalf in connection with the initial development or construction preparation, authorization, execution and performance of this Agreement and the Ancillary Agreements and the consummation of the Facility. Within ten transactions contemplated hereby and thereby, including, but not limited to, all fees and expenses of all consultants, brokers, investment bankers, agents, representatives, counsel and accountants engaged by such party; except that: (10i) days Buyer and Seller shall share equally the costs of its receipt of Landlord’s written notice of paymentobtaining title insurance for the Real Property and (ii) Buyer and Seller shall share equally any liability for all sales, Tenant shall pay Landlord an amount equal to any transfer and similar Taxes (including, without limitation, all recording fees and related charges) arising from or Penalty that Landlord at any time is assessed attributable or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything related to the contrary contained hereinsale, Tenant transfer or assignment to Buyer of any of the Real Property. (c) Seller and Buyer shall not cooperate regarding the filing of any Tax Returns relating to the Business that cover a period which includes the date of the Closing. Property Tax Returns will be responsible filed by the party which owns the property subject to the return on the assessment date for the property tax. (d) Seller, at its option, shall have sole control over any Taxes contest (including claims for refund or Other Charges challenges of tax assessments) which accrue relates to liability for taxes during periods prior to the Commencement Datedate of the Closing, it being understood that subject to approval of Buyer relating to any such Taxes going-forward liability reasonably likely to be imposed on Buyer or Other Charges shall be the responsibility Business thereafter for taxes. In any event, any refunds of and shall be promptly paid by Landlord taxes which become available on or after the date of the Closing but which relate to periods prior to delinquencythe Closing shall belong to Seller provided that Seller paid the taxes giving rise to the refund.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property taxes, provider taxes (i.e. “bed taxes”) and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Landlord), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facilities or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained hereinXxxx XXXX/ Xxxxxxxx’x xxxxxst, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior promptly provide evidence that all provider taxes (i.e. “bed taxes”) with respect to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyFacilities have been timely paid.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any All real property and other estate taxes and assessments and other taxes, fees and charges of every kind or nature levied or assessed against the Project or any part thereof during the term by any federal, state, county, regional, municipal or other governmental or quasi-public authority shall be a Common Area Charge and payable by Tenant as set forth in paragraph 16. To the extent that any taxes set forth in this paragraph 13 for which Tenant is responsible decrease, Tenant's proportionate share of such taxes shall be reduced accordingly by means of reducing Tenant's share of the Common Area charge. By way of illustration and not limitation, "other taxes, fees and charges" as used herein include any and all taxes payable by Landlord (other than state and federal personal or corporate income taxes measured by the net income of Landlord from all sources, premium taxes or Landlord's franchise, estate, inheritance, successions, or gift taxes), whether or not now customary or within the contemplation of the parties hereto, (i) upon, allocable to, or measured by the rent payable hereunder, including, without limitation, any gross income or excise tax levied by the local, state or federal government with respect to the receipt of such rent, (ii) upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use of occupancy by Tenant of the Premises or any part thereof, (iii) upon or measured by the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with respect to parking or the number of persons employed in or about the Project, and (bvi) “Other Charges”any tax, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxeslicense, franchise taxes, capital stock taxes, transfer taxes free or other taxes imposition upon Landlord which is otherwise measured by or assessments personal in nature to Landlord whether or not based in whole or in part on upon the Rent Project or any portion thereof. If Landlord contests any such tax, fee or charge, the cost and expense incurred by Landlord thereby shall also be a Common Area Charge and payable hereunderby Tenant as set forth in paragraph 16. FurtherIn the event the Premises and any improvements installed therein by Tenant or Landlord are valued by the assessor disproportionately higher or lower than those (?) of other tenants in the building or Project or in the event alterations (?) improvements are made to the Premises, Tenant's percentage share of such taxes, assessments, fees and/or charges shall be readjusted upward or downward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the respective valuations assigned in no event the assessor's work sheet or such other information was may (?) reasonably available and Landlord's determination thereof shall be conclusive. Tenant be responsible for any assessments in connection with at its cost shall have the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord right at any time to seek a reduction in the assessed valuation of the Premises or the Project or to contest any real property taxes, assessments, fees or other taxes and charges that are to be paid by Tenant; provided, however, that any such contest or proceeding shall be at Tenant's sole cost and expense and provided further that Tenant shall hold Landlord and the Premises and the Project harmless therefrom. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case Landlord shall cooperate and join in the proceeding or contest or permit it to be brought in Landlord's name as long as Landlord is assessed not required to bear any cost. If Tenant seeks to reduce or otherwise becomes responsible contest any such tax, assessment, fee or other charge and for which Tenant is liable under this Lease. Howeverif requested by Tenant, nothing in this Lease shall obligate Tenant Landlord agrees to pay penalties incurred as such tax assessment, fee or charge under protest and to otherwise deal with the appropriate authority in a result manner consistent with Tenant's contest or proceeding and the applicable rules, regulations or procedures of Landlord’s failure such authority. In the event Tenant obtains any refund attributable to timely forward bills the Premises, such refund shall belong to Tenant. Notwithstanding anything Tenant agrees to pay, before delinquency, any and all taxes levied or assessed during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in the Premises, including carpeting and other property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Premises. All taxes or other charges due under this paragraph 13 shall be prorated to reflect the portion of any such tax or charge attributable to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to period between the Commencement Date, it being understood that any such Taxes or Other Charges shall be commencement and termination dates of the responsibility of and shall be promptly paid by Landlord prior to delinquencylease.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 5.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“"Penalty”") (excluding any Penalty payable by Landlord pursuant to Section 5.2 below), (a) “"Taxes”", consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)], and (b) “"Other Charges”", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s written notice of paymentpayment from a source other than the amounts impounded by Tenant with Landlord pursuant to Section 5.2, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result whether arising from the sole liability of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to Landlord or the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to joint liability of the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyparties.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any properly (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay to Delta an amount equal to (i) any and discharge (including all Impositions assessed or due with respect to any alteration, improvement or addition made to the filing Premises at the sole expense of Tenant or any subtenant of Tenant and any and all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed Impositions with respect to the Premisesrental provided for hereunder or under any agreement between Tenant and any subtenant of Tenant (“Tenant Impositions”), and (bii) “Other Charges”Tenant’s Percentage Share of all other Impositions (except those Impositions assessed or due with respect to any alteration, consisting improvement or addition made, at the sole expense of Delta or any utilities and tenant of Delta other costs and expenses than Tenant, to any area of the Business Building intended to be occupied exclusively by Delta or any portion a tenant of Delta (other than Tenant) (“Delta Impositions”)). The Net Usable Area associated with an addition subject to a Tenant Imposition or a Delta Imposition shall not be included in the numerator or the denominator of the Premises and fraction used in calculating Tenant’s Percentage Share of all other chargesImpositions. Impositions with respect to Tenant’s Removable Property (as defined in Article 11 hereof) or with respect to any other property of Tenant or Tenant’s subtenants, obligations real or deposits assessed against any portion personal, shall be the sole responsibility of Tenant and shall be paid directly by Tenant to the taxing authority. If the taxing authority makes a separate determination of the Premises during amount due as a Tenant Imposition, then Tenant shall pay such amount. If no such determination is made, Tenant and Delta shall attempt to agree upon the Termamount to be paid by Tenant but if Tenant and Delta do not agree upon the amount to be so paid by Tenant, then the matter shall be determined by arbitration upon the request of either party. Tenant shall pay the foregoing when due and before any Penaltyall amounts required to be paid by Tenant to Delta pursuant to this paragraph B within ten (10) days after a xxxx is rendered therefor by Delta, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be required to pay such amount more than thirty (30) days before such taxes become delinquent. In the event any assessment is, by law, payable in installments Delta shall, at Tenant’s option, elect to pay the same in installments; however, Tenant shall be responsible for Tenant’s Percentage Share of all installments of such assessment accruing during the term of this Lease. Any Imposition relating to a fiscal period of a taxing authority, a part of which period is included within the term of this Lease and a part of which period is included in a period of time before the Commencement Date or after the expiration or termination of this Lease, shall be appropriately prorated between the parties. Tenant shall have the right to require that Delta take reasonable lawful action specified by Tenant to contest the amount or validity of any assessments Impositions, with the costs and expenses incurred in connection with any such contest to be borne by Tenant or, if Delta shall not promptly undertake to do so and thereafter institute and conduct with diligence such contest, to institute and/or conduct in Tenant’s name or in the initial development or construction name of the FacilityTenant and/or Delta, such contest. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal be entitled to Tenant’s Percentage Share of any refunds or savings resulting from proceedings to reduce any Impositions (determined after deducting all costs and expenses of procuring same). Tenant shall also be entitled to any Taxes discounts for timely or Penalty that Landlord at any time is assessed or otherwise becomes responsible early payment of Tenant Impositions and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible ’s Percentage Share of any discounts for any Taxes timely or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility early payment of and shall be promptly paid by Landlord prior to delinquencyother Impositions (except Delta Impositions).

Taxes and Other Charges. At the commencement Property taxes, unmetered water and at the expiration of the Term, all Taxes sewer charges and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations municipal or deposits assessed against governmental assessments of any portion and every nature levied or imposed upon the Project (“Impositions”) that are payable in the year in which the Closing Date occurs (the “Current Tax Year”) (and regardless of whether such Impositions relate to the calendar year of the Premises Closing or years prior to the Closing), shall be apportioned on a per diem basis based upon the number of days in the Current Tax Year prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Buyer); provided, however, that there shall be no adjustment of Impositions payable by any tenant directly to the taxing authority under any Lease. Buyer acknowledges that property taxes payable in the current year relate to assessments for the preceding year, and that only property taxes payable for the year in which Closing occurs are being prorated hereunder and no proration is being made for property taxes payable in any year other than the year in which Closing occurs. Seller has paid the first installment of Impositions billed for the Property during 2011 (which were actually the Termtaxes assessed for calendar year 2010). Tenant At Closing Impositions shall be prorated between Seller and Buyer based upon an assumed amount of $6,784,243.48 which is the full amount of Impositions paid in 2010 and Seller shall be credited with any installment payments made by Seller during 2011. Within 30 days following receipt of the final installment of Impositions payable during 2011, Buyer shall provide copies of tax invoices to Seller, along with a reconciliation of the proration at Closing to the actual Impositions paid in 2011. If the credit to Buyer at Closing is less than actual proration, then Seller shall pay the foregoing when due difference to Buyer within 30 days of receipt of the reconciliation and before any Penaltycopies of invoices. If the credit to Buyer at Closing is greater than the actual proration, but may pay then Buyer shall reimburse the foregoing difference to Seller within 30 days of receipt of the final installment of Impositions payable during 2011. Impositions assessed against the Real Property for the calendar year 2011 and subsequent calendar years (i.e., payable in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, calendar year 2012 and Tenant subsequent calendar years) and assessments payable during calendar year 2012 and subsequent calendar years shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of prorated and shall be promptly paid by Landlord prior to delinquencyBuyer when due.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all All Taxes and Other Charges shall be proratedprorated between the applicable Seller and Purchaser on an accrual basis based upon the actual current tax xxxx or other invoice for such charges, as applicable. Landlord If the most recent tax xxxx or invoice received by the applicable Seller before the Closing is not the actual current tax xxxx or invoice, then such Seller and Purchaser shall promptly forward to Tenant copies of all bills initially prorate the applicable charge(s) included in Taxes and payment receipts for Taxes or Other Charges received at the Closing (i) by itapplying 100% of the tax rate for the period covered by the most current available tax xxxx to the latest assessed valuation, in the case of taxes, and (ii) based on the amount shown on such invoice, in the case of other charges, and shall reprorate such taxes or other charges retroactively when the actual current tax xxxx or invoice is available. Subject All Taxes and Other Charges accruing before the Closing shall be charged to Landlord’s obligations the applicable Seller and all such Taxes and Other Charges accruing on and after the Closing shall be charged to make payments from Purchaser. Any refunds of Taxes and Other Charges made after the impound deposits made Closing shall first be applied to any amounts owed to Tenants under the Leases, then to the unreimbursed third party costs incurred by Tenant pursuant the applicable Seller or Purchaser in obtaining the refund, then shall be paid to Section 6.2 below, Tenant shall pay and discharge the applicable Seller (including for the filing of all required returns), period prior to delinquency the Closing) and to Purchaser (for the period commencing on and after the Closing). If any proceeding to determine the assessed value of the Real Property or imposition either of any fine, penalty, interest them or other cost (“Penalty”), (a) “Taxes”, consisting of any the real property and other estate taxes and assessments levied or assessed payable with respect to the Premises, and (b) “Other Charges”, consisting Real Property or either of any utilities and other costs and expenses of them has been commenced before the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of Effective Date and shall be promptly paid continuing as of the Closing, Seller shall be authorized to continue to prosecute such proceeding so long as such proceeding shall not adversely affect Purchaser’s tax obligations from and after the Closing Date and Purchaser agrees to cooperate as reasonably requested with Seller and to execute any and all documents reasonably requested by Landlord prior to delinquencySeller in furtherance of the foregoing.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "True Lease Schedule," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "Tax Benefits"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (b) “Other Charges”assuming a half-year convention and zero salvage value, consisting of any utilities for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the Business True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "Assumed Tax Rate"). If, for any reason whatsoever, there shall be a loss, disallowance, recapture or delay, in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require, or upon Lessee's request, may agree, in Lessor's sole discretion, that such Tax Loss shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnities and covenants set forth in Sections 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease, any portion of the Premises or Landlord, with respect to the Premises (including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Master Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result whether arising from the sole liability of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to Landlord or the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to joint liability of the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyparties.

Taxes and Other Charges. At Mortgagor shall pay when due and payable and prior to the commencement time interest, penalties or additions are due thereon, without any deduction, defalcation or abatement, all real estate taxes, municipal assessments and liens, water and sewer rents, and other governmental levies and all other charges or claims of every nature and kind which may be assessed, levied, imposed, suffered, placed or filed at any time against Mortgagor, the expiration Mortgaged Property or any part thereof or against the interest of Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition proceeds of any fine, penalty, interest judicial or other cost sale (“Penalty”), (a) collectively “Taxes”); and upon request by Mortgagee, consisting of any real property and other taxes and assessments levied or assessed with respect Mortgagor shall produce to Mortgagee, official receipts for the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses payment of the Business or Taxes; provided, however, that if, pursuant to this Mortgage, Mortgagor shall have deposited with Mortgagee before the due date thereof sums sufficient to pay any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant Mortgagor is not otherwise in default beyond applicable notice and grace periods under the Loan Documents, the Taxes shall be paid by Mortgagee. Mortgagor will not apply for or claim any deduction, by reason of this Mortgage, from the taxable value of all or any part of the Mortgaged Property. No credit shall be responsible for paying, any income taxes, gross receipts taxes, personal property taxes claimed or allowed on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part interest payable on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction Note because of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencypaid.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Section 7.01 Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below7.03, Tenant shall Lessee agrees that it will pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect directly to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and taxing authority all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts real estate taxes, personal property taxes on the Landlord Personal Propertytaxes, excess profit privilege taxes, excise taxes, franchise business and occupation taxes, capital stock gross sales taxes, transfer taxes occupational license taxes, assessments (including, but not limited to, assessments for public improvements or benefits) and all other taxes governmental impositions and charges of every kind and nature whatsoever, which shall be imposed with respect to the Demised Premises, any personal property or assessments personal fixtures located thereon and the ownership, leasing and operation thereof, which are attributable to the period included in nature to Landlord whether the Demised Term. On or not based in whole or in part on before the Rent payable hereunder. Furtherfirst day of each February after commencement of this Lease, in no event Lessor shall Tenant be responsible for any assessments in connection with the initial development or construction advise Lessee of the Facility. Within ten amount of such real property taxes and Lessee shall make such tax payment at least fifteen (1015) days prior to the date such taxes become delinquent and Lessee shall provide Lessor with evidence of its receipt payment prior to the date of Landlord’s written notice delinquency. Section 7.02 Nothing in this Lease contained shall require the Lessee to pay any franchise, estate, inheritance, succession or transfer tax of paymentthe Lessor, Tenant shall pay Landlord an amount equal to or any Taxes income, excess profits or Penalty revenue tax or any other tax, assessment, charge or levy upon the rent payable by the Lessee under this Lease; provided, however, that Landlord if at any time is during the Demised Term the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of any tax described in this article there shall be levied, assessed and imposed, a tax, assessment, levy, imposition or otherwise becomes responsible and for which Tenant is liable charge, wholly or partially as a capital levy or otherwise, on the rents received herefrom, or a license fee measured by the rent payable by Lessee under this Lease. However, nothing then all such taxes, assessments, levies, impositions or charges, or the part thereof so measured or based, shall be deemed to be included within the term "tax" for the purposes hereof, to the extent that such tax would be payable if the Demised Premises were the only property of Lessor subject to such tax, and Lessee shall pay and discharge the same as herein provided in this Lease respect to the payment of taxes. Section 7.03 At Lessor's option and upon notice to Lessee, Lessee shall obligate Tenant pay the taxes described above directly to Lessor's mortgagee in monthly installments determined by Lessor's mortgagee to be sufficient to pay penalties incurred as a result the full amount of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencytaxes when due.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "True Lease Schedule," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "Tax Benefits"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (b) “Other Charges”assuming a half-year convention and zero salvage value, consisting of any utilities for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the Business True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "Assumed Tax Rate"). If, because of (i) the occurrence of an Event of Default under the lease; or (ii) any act or omission of Lessee, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee (any loss, in no event disallowance, recapture, delay or inclusion being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, upon Lessee's request, and provided the initial development Lease has not been terminated, such Tax Loss shall be paid in equal periodic payments over the applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, and paid by Lessor. The foregoing indemnities and covenants set forth in Sections 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "TRUE LEASE SCHEDULE," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee and Lessor anticipate that Lessor shall be entitled to the following tax benefits (the "TAX BENEFITS"): Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "CODE"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (bassuming a half-year convention and zero salvage value for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. With respect to Equipment set forth on any such True Lease Schedule, Lessee agrees that: Lessee will not claim that Lessee is the owner of the Equipment subject thereto or that Lessee is master equipment lease agreement otherwise entitled to all or any of the Tax Benefits; Lessee will not take any action inconsistent with Lessor's anticipated Tax Benefits; and the Equipment will not constitute "public utility property" or "tax-exempt use property" within the meaning of Sections 168(i)(10) “Other Charges”or 168(h) of the Code. If, consisting as the result of any utilities and other costs and expenses act, omission and/or misrepresentation of the Business Lessee, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises Tax Benefits with respect to the Equipment, or there shall be included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of any addition, modification or improvement to or in respect of any of the Equipment made or paid for by Lessee (any loss, disallowance, recapture, delay or inclusion being herein called a "TAX LOSS"), Lessee shall reimburse Lessor for such Tax Loss in the manner provided for in this Section 7. Lessee shall not have any liability to Lessor for indemnification hereunder for any Tax Loss with respect to a Lease resulting from one or more of the following: (i) any voluntary transfer or other disposition by Lessor of any of its interests in the Lease or the Equipment; (ii) Lessor's failure to claim or follow the proper procedure in claiming any Tax Benefit in a proper and timely manner; and (iii) Lessor's failure to have sufficient income to utilize any Tax Benefit. A Tax Loss shall be deemed to have occurred if either (a) a deficiency shall have been proposed or a claim has been made that a Tax Loss has so occurred by the Internal Revenue Service or other taxing authority having jurisdiction, or (b) independent tax counsel ("TAX COUNSEL") selected by Lessor and acceptable to Lessee (which acceptance shall not be unreasonably withheld or delayed by Lessee) has rendered an opinion to Lessor that such Tax Loss has so occurred. Lessor shall use its best efforts to promptly provide written notice to Lessee that a Tax Loss has occurred. Provided that no Event of Default has occurred and is continuing, upon Lessee's written request (received not more than 30 days following Lessor's written notice to Lessee of the occurrence of such Tax Loss) and concurrent written agreement to pay Lessor for any liability associated with such Tax Loss in accordance with the provisions hereof and to pay for all other charges, obligations costs and expenses as and when the same shall become due related to the contest of all or deposits assessed against any portion of any such Tax Loss (a "CONTESTED MATTER"), and if in the Premises during opinion of Tax Counsel a reasonable basis for the Termcontest of such Contested Matter exists that is more likely than not to succeed, then Lessor shall pursue the contest of such Contested Matter in such forum as Lessor shall select, considering in good faith such request as Lessee may make concerning the most appropriate forum in which to proceed. Tenant Lessor shall not be obligated to take any such legal or other appropriate action with respect to a Contested Matter if Lessor notifies Lessee in writing at any time that Lessor waives its right to any indemnity payment from Lessee hereunder with respect to such Contested Matter. The action to be taken may, in Lessor's sole discretion reasonably exercised, be commenced prior to making payment of any tax, interest and/or penalty attributable to such Contested Matter (a "TAX PAYMENT") or after making such Tax Payment and then seeking a refund. If Lessor takes such action prior to making such Tax Payment, the indemnity amounts payable under this Section 7 with respect to the Contested Matter need not be paid by Lessee while such action is pending, provided that Lessee shall pay the foregoing costs and expenses relating to such action as and when due and before any Penaltythe same shall become due. In such case, but may pay if the foregoing in permitted installments Final Determination (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there hereinafter defined) of a Contested Matter shall be excluded from adverse to Lessor, the definition indemnity amounts payable under this Section 7 with respect to a Contested Matter shall be computed by Lessor as of Taxesthe date of such Final Determination, Lessor shall notify Lessee in writing of such computation, and Tenant Lessee shall not make the indemnity payments required in accordance with this Section 7. If Lessor determines to make such Tax Payment prior to pursuing a Contested Matter and to then seek a refund, Lessee will advance to Lessor, as an interest-free loan or loans, and without any additional net-after-tax cost to Lessor, amounts equal to the amount of such Tax Payment attributable to such Contested Matter. If Lessor seeks a refund after making such Tax Payment, and if the Final Determination shall be responsible for payingin favor of Lessor, (i) no further payments shall be due hereunder in respect of such Contested Matter (or an appropriate reduction shall be made if the Final Determination is partly in favor of and partly adverse to Lessor) other than any income taxesoutstanding costs or expenses incurred by Lessor with respect to such Contested Matter, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten and (10ii) days of its receipt of Landlord’s written notice of payment, Tenant Lessor shall pay Landlord to the Lessee an amount equal to the amounts theretofore paid by Lessee to Lessor in respect of such Tax Payment (or a proportionate part thereof if the Final Determination is partly in favor of and partly adverse to Lessor) on or before the next succeeding Rent Payment Date (or within thirty (30) days from such Final Determination, if there is no succeeding Rent Payment Date), together with the amount of any Taxes penalty or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant interest actually refunded to pay penalties incurred Lessor as a result of Landlord’s failure such Final Determination. If the Final master equipment lease agreement Determination of such Contested Matter shall be adverse to timely forward bills to Tenant. Notwithstanding anything Lessor, the indemnity amounts payable under this Section 7 with respect to the contrary contained hereinContested Matter shall be computed by Lessor as of the date of such Final Determination, Tenant Lessor shall notify Lessee in writing of such computation and, Lessee shall make the indemnity payments required in accordance with this Section 7. A "FINAL DETERMINATION," for the purposes of this Section 7 means (i) the occurrence of a Tax Loss which is not contested or ceases to be responsible for any Taxes or Other Charges which accrue prior contested at the request of Lessee in accordance with the provisions of this Section 7, (ii) a final decision of a court of competent jurisdiction after all allowable appeals have been exhausted by either party to the Commencement Dateaction, it being understood or (iii) a determination within the meaning of Section 1313(a) of the Code. Subject to the foregoing provisions relating to prepayment of Tax Payments, upon a Final Determination of a Tax Loss, Lessee shall reimburse Lessor for such Tax Loss by payment of equal periodic payments over the then remaining Lease Term with respect to the Equipment related to such Tax Loss with each Rental Payment due and payable with respect to such Equipment, after deduction of all taxes required to be paid by Lessor with respect to the receipt of such periodic payments, in an amount sufficient to provide Lessor with the amounts necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows for the entire Lease Term at least at the same level that would have been available if such Tax Loss had not occurred, plus any interest, penalties or additions to tax that may be imposed in connection with such Taxes or Other Charges Tax Loss. The foregoing indemnities and covenants set forth in this Section 7 shall be the responsibility of continue in full force and effect and shall be promptly paid by Landlord prior to delinquencysurvive the expiration or earlier termination of the Lease.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At X. Xxxxxx agrees to pay it proportionate share of any and all real and personal property taxes, regular and special assessments, license fees, public service impact fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Any lump sum public service impact fees paid by Landlord shall be amortized over ten (10) years at interest not to exceed the actual interest paid by Landlord and equal installments of such fee, together with interest accrued there on, shall be payable monthly as a portion of the Charges. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the Terminitial Monthly Escrow Payment will be specified in the Basic Lease Information. The initial Escrow Payment is based upon Tenant's proportionate share of the estimated Charges for the year in question and the monthly Escrow Payment is subject to increase or decrease as determined by the Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be reconciled annually. If the Tenant's total Escrow Payments are less than Tenant's actual pro rata share of the Charges, all Taxes tenant shall pay to Landlord upon demand the difference; if the Tenant's total Escrow Payments are more than Tenant's actual pro rata share of the Charges, Landlord shall retain such excess and Other credit it to Tenant's Escrow Payment accounting for the successive year's Charges. Tenant's proportionate share of the Charges shall be proratedbased on the gross leasable square footage of the Building computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and the denominator of which shall be the total applicable gross leasable square footage; or such other equitable apportionment as may be adopted. B. If Tenant should fail to pay any Escrow Payments required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall promptly forward be deemed to be so much additional rental owing by Tenant copies to Landlord and due and payable upon demand as additional rental plus interest at the rate of eighteen percent (18%) per annum from the date of payment by Landlord until repaid by Xxxxxx. (1) If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within he term "Charges" for the purposes hereof. (2) Tenant may, alone or along with other tenants of the building containing the Premises, at its sole cost and expense, in its or their own name(s) dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant and all other Tenants, if any, joining with Tenant in such contest have deposited with Landlord the amount so contested and unpaid or their proportionate shares thereof as the case may be, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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 proceeding(s), and Xxxxxx's share of any excess shall be returned to Tenant. Xxxxxx further agrees to pay to Landlord upon demand Xxxxxx's share (as among all Tenants who participated in the contest) of all bills court costs, interest, penalties and other liabilities relating to such proceedings. Tenant hereby indemnifies and agrees to hold harmless the Landlord from and against any cost, damage or expense (including attorney's fees) in connection with any such proceedings. (3) Any payment receipts to be made pursuant to this Paragraph 4 with respect to the calendar year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for Taxes or Other Charges received the full calendar year as that part of such calendar year by it. Subject the Lease Term bears to Landlord’s obligations to make payments from the impound deposits made a full calendar year. X. Xxxxxx shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant pursuant in the Premises. If any such taxes are levied against Landlord or Landlord's property and if Landlord elects to Section 6.2 belowpay the same or if the assessed value of Landlord's property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in upon demand that part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and such taxes for which Tenant Xxxxxx is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment ancl its use or possession, and at the expiration of the Termto pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor' s option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "True Lease Schedule," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "Tax Benefits"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (b) “Other Charges”assuming a half-year convention and zero salvage value, consisting of any utilities for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the Business True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "Assumed Tax Rate"). If, for any reason whatsoever, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require, or upon Lessee's request, may agree, in Lessor's sole discretion, that such Tax Loss shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnities and covenants set forth in Sections 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At FOR WHICH TENANT IS DIRECTLY RESPONSIBLE. 4.5.1 Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the commencement Premises. If any such taxes on Tenant's equipment, furniture, fixtures and at any other personal property are levied against Landlord or Landlord's property or if the expiration assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the Termvalidity thereof but only under proper protest if requested by Tenant, all Taxes Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be. PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] 4.5.2 If the tenant improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and Other Charges whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the Tenant Improvement Allowance actually used to build-out the Premises then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be prorated. Landlord deemed to be taxes levied against personal property of Tenant and shall promptly forward to Tenant copies be governed by the provisions of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below4.5.1, above. 4.5.3 Notwithstanding any contrary provision herein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency any (i) rent tax or imposition of sales tax, service tax, transfer tax or value added tax, or any fine, penalty, interest other applicable tax on the rent or other cost (“Penalty”)services herein or otherwise respecting this Lease, (aii) “Taxes”, consisting of any real property and other taxes and assessments levied assessed upon or assessed with respect to the Premisespossession, and (b) “Other Charges”leasing, consisting of any utilities and other costs and expenses operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Business Premises or any portion of the Premises and all other chargesProject, obligations including the Project parking facilities; or deposits (iii) taxes assessed against upon this transaction or any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature document to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing a party creating or transferring an interest or an estate in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyPremises.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges (as defined below) shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days after the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At A. Tenant agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees, public service impact fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Any lump sum public service impact fees paid by Landlord shall be amortized over ten (10) years at interest not to exceed twelve percent (12%) per annum, and equal installments of such fee, together with interest accrued thereon, shall be payable monthly as a portion of the Charges. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the Term, all Taxes Initial Monthly Escrow Payment will be specified in the Basic Lease Information. The initial Escrow Payment is based upon Tenant's proportionate share of the estimated Charges for the year in question and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by the Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually, AND TENANT SHALL RECEIVE A WRITTEN STATEMENT SETTING FORTH THE ACTUAL CHARGES FOR THE PRIOR YEAR AND TENANT'S ACTUAL PRO RATA SHARE OF SUCH CHARGES AS COMPARED TO TENANT'S ESCROW PAYMENTS FOR THE PRIOR YEAR. Landlord shall promptly forward to Tenant copies If the Tenant's total Escrow Payments are less than Tenant's actual pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay to Landlord upon demand the difference; if the Tenant's total Escrow Payments are more than Tenant's actual pro rata share of the Charges, Landlord shall retain such excess and discharge credit it to Tenant's Escrow Payment account for the successive year's Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and the denominator of which shall be the total applicable gross leasable square footage; or such other equitable apportionment as may be adopted. (SEE ADDITIONAL PARAGRAPH 37) B. If Tenant should fail to pay any Escrow Payments required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments, license fees and other Charges. Any sums so paid by Landlord shall be deemed to be so much additional rental owing by Tenant to Landlord and due and payable upon demand as additional rental plus interest at the rate of eighteen percent (18%) per annum from the date of payment by Landlord until repaid by Tenant. (1) If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Charges" for the purposes hereof. (2) Tenant may, alone or along with other tenants of the building containing the Premises, at its sole cost and expense, in its or their own name(s) dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant and all other tenants, if any, joining with Tenant in such contest have deposited with Landlord the amount so contested and unpaid or their proportionate shares thereof as the case may be, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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 proceeding(s)), and Tenant's share of any excess shall be returned to Tenant. Tenant further agrees to pay to Landlord upon demand Tenant's share (as among all Tenants who participated in the contest) of all court costs, interest, penalties and other liabilities relating to such proceedings. Tenant hereby indemnifies and agrees to hold harmless the Landlord from and against any cost, damage or expense (including the filing of all required returns), prior attorney's fees) in connection with any such proceedings. (3) Any payment to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed be made pursuant to this Paragraph 4 with respect to the Premises, calendar year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full calendar year as that part of such calendar year covered by the Lease Term bears to a full calendar year. D. Tenant shall be liable for all taxes levied against personal property and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of trade fixtures placed by Tenant in the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. AND Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in upon demand that part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and such taxes for which Tenant is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall will also pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within at least ten (10) days before the same become delinquent all taxes, assessments, rates, charges and other outgoings of its receipt of Landlord’s written notice of paymentevery description (but not including interest and penalties if Landlord makes late payment after receiving timely remittance from Tenant) to which said premises or any part thereof or any improvement thereon, or Landlord or Tenant in respect thereof, are now or may during said term be assessed or become liable, whether made by governmental authority, by any utility company or by any public or community service company; provided, however, that with respect to any assessment made under any betterment or improvement law which may be payable in installments, Tenant shall be required to pay only such installments together with interest as shall become due and payable during said term, and real property taxes shall be prorated between Landlord an amount equal and Tenant as of the dates of commencement and expiration respectively of said term, and provided that Tenant's share of the real property taxes for the land shall be proportionate to any Taxes undivided interests in the land demised by this Lease and that Tenant shall be responsible for all real property taxes attributable to trees and other improvements used or Penalty that owned by Tenant on the premises. Tenant will also pay to Landlord with each installment of rent, real property taxes and assessments and other charges hereunder payable by Tenant the amount of all Hawaii general excise or similar taxes payable by Landlord with respect thereto, whether actually or constructively received. If at any time is during said term there shall be assessed against the demised land or otherwise becomes responsible and any part thereof or any improvement thereon or any rents payable to Landlord therefor or against Landlord in respect thereof, any new taxes (other than federal or state net income, franchise, corporation, capital stock or excess profits taxes or any other taxes existing at the commencement of said term) which are in substitution for which real property taxes or are in lieu of increases thereof, Tenant is liable under this Leasewill also pay to Landlord as additional rent, at least ten (10) days before the same become delinquent, Tenant's proportionate share of all such new taxes. HoweverTenant will pay all Hawaii conveyance taxes, nothing in if any, payable with respect to this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for and any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencysubleases hereunder.

Taxes and Other Charges. At the commencement All payments and at the expiration of the Term, all Taxes and Other Charges reimbursements to Lender made under any Loan Document shall be proratedfree and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income and franchise taxes (imposed in lieu of net income taxes). Landlord If any Borrower shall promptly forward be required by applicable Law to Tenant copies deduct any such amounts from or in respect of all bills and payment receipts for Taxes or Other Charges received by it. Subject any sum payable under any Loan Document to Landlord’s obligations Lender, then the sum payable to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowLender shall be increased as may be necessary so that, Tenant shall pay and discharge (including the filing of after making all required returns)deductions, prior Lender receives an amount equal to delinquency or imposition the sum it would have received had no such deductions been made. Notwithstanding any other provision of any fineLoan Document, penalty, interest if at any time after the Closing (i) any change in any existing Law or other cost (“Penalty”)in the interpretation or application thereof, (aii) “Taxes”any new Law (A) subjects Lender to any tax, consisting levy, impost, deduction, assessment, charge or withholding of any real property and other taxes and assessments levied or assessed kind whatsoever with respect to any Loan Document, or changes the Premises, and (b) “Other Charges”, consisting basis of taxation of payments to Lender of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments amount payable thereunder (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible except for paying, any net income taxes, gross receipts or franchise taxes imposed in lieu of net income taxes, personal property taxes imposed generally by federal, state or local taxing authorities with respect to interest or facility fees or other fees payable hereunder or changes in the rate of tax on the Landlord Personal Propertyoverall net income of Lender), excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or (B) imposes on Lender any other taxes condition or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments increased cost in connection with the initial development transactions contemplated thereby or construction participations therein; and the result of any of the Facilityforegoing is to increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Borrowers shall promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. Within ten (10) days If Lender becomes entitled to claim any additional amounts pursuant to this Section 6.13 it shall promptly notify Borrowers of its receipt the event by reason of Landlord’s written which Lender has become so entitled, and each such notice of paymentadditional amounts payable pursuant to this Section 6.13 submitted by Lender to Borrowers shall demonstrate in reasonable detail the amounts owing and shall, Tenant absent manifest error, be final, conclusive and binding for all purposes. For purposes of this Section, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall pay Landlord an amount equal in each case be deemed to be a “change in any Taxes law”, regardless of the date enacted, adopted or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyissued.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, (a) Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the non-payment thereof, all taxes, including municipal and school taxes, assessments, rates and charges, county taxes, excises, levies, and all other cost (“Penalty”)license and permit fees and other governmental charges, (a) “Taxes”and any taxes, consisting charges or fees in lieu of any real property of the foregoing, which during the Lease Term may be assessed, levied, confirmed, imposed upon, or become due and other taxes and assessments levied or assessed payable with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Premises or any portion part thereof or any appurtenance thereto (all of the Premises and which are hereinafter collectively called “Taxes”). Landlord shall promptly submit to Tenant copies of all other charges, obligations or deposits assessed against any portion of the Premises during the Termsuch tax bills directed to Landlord. Tenant shall pay such Taxes directly to the foregoing when due and before any Penaltygovernment or other public authority charged with the collection thereof. Tenant shall provide Landlord with copies of receipts, but may pay canceled checks or other evidence reasonably satisfactory to Landlord of the foregoing in permitted installments payment of such Taxes. (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there b) All Taxes which shall be excluded from charged, laid, levied, assessed or imposed for each fiscal period in which the definition of Taxes, Lease Term terminates shall be apportioned pro rata between Landlord and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection accordance with the initial development or construction portion of the Facilityrelevant fiscal period during which the Lease Term shall be in effect. Within In the event that any payment of Taxes is due during the Lease Term with respect to a fiscal period prior to the Lease Term or that extends beyond the Lease Term, Landlord shall pay Landlord’s proportionate share thereof (based upon the portion of the fiscal period that extends beyond the Lease Term) to Tenant at least ten (10) days of its receipt of prior to the date that payment is due with the maximum discount. Provided that Tenant receives Landlord’s written notice payment as aforesaid, Tenant shall remit to the taxing authority, the full amount due for the relevant fiscal period. In the event that any payment of paymentTaxes is due after the expiration of the Lease Term with respect to a fiscal period that includes part of the Lease Term, Tenant shall pay to Landlord an Tenant’s proportionate share thereof (based upon the portion of the fiscal period that was included in the Lease Term) and if the amount equal of such Taxes are not known prior to expiration of the Lease Term, such proportionate share shall be estimated based on the most recent known Taxes and such estimated taxes shall be paid to Landlord prior to expiration of the Lease Term. The foregoing covenant shall survive the expiration of the Lease Term. (c) If any Taxes special assessment with respect to the Premises may be paid in installments, Tenant shall be obligated to pay only those installments which become due and payable during the Lease Term. (d) Nothing herein contained shall require or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate be construed to require Tenant to pay penalties incurred as a result of any transfer, recording, inheritance, estate, succession, franchise, excise, business privilege, income, gross receipts or profit tax, or capital levy that is or may be imposed upon Landlord. (e) Tenant shall have the right to contest any increase in any Taxes levied against the Premises, and Landlord shall cooperate with any reasonable request by Tenant in connection with such contest and permit Landlord’s failure name to timely forward bills to Tenant. Notwithstanding anything be used in such contest, to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyextent reasonably necessary.

Taxes and Other Charges. At 4.1. Tenant agrees to pay any and all real and personal property taxes, regular and special assessments, license fees and other charges of any kind and nature payable by Landlord as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement and at Premises (collectively referred to as the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns"CHARGES"), prior to delinquency but expressly excluding any federal or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any state income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxessales taxes or the like. Tenant shall pay such Charges directly to the proper recipients of such Charges and shall provide Landlord proof of such payment. Any Charges that may be paid in installments shall be so paid, transfer and, Tenant shall only be responsible for the portion of the installments due during the Lease Term, except that, since there was no proration of such taxes under the Purchase Agreement, Tenant shall pay all real and personal property taxes for the second half of 2001 notwithstanding that the term of this Lease does not commence until September 12, 2001. At the expiration of the Lease Term, any real estate taxes or other taxes or assessments personal Charges shall be pro rated for any partial year and (i) if Tenant has paid amounts for periods attributable to periods after the expiration of the Lease Term, Landlord shall refund such amounts to Tenant and (ii) if there are amounts not yet paid by Tenant attributable to periods during the Lease Term, such amounts shall be paid by Tenant to Landlord. 4.2. If Tenant does not pay any amounts required to be paid by Tenant under Section 4.1 within the cure period specified in nature Section 17(a), in addition to any other remedies provided in this Lease, Landlord may, if it so elects, pay the Charges. Any sums so paid by Landlord shall be deemed to be additional rental owing by Tenant to Landlord whether and due and payable upon demand plus interest at the rate of ten percent (10%) per annum (the "DEFAULT RATE") from the date of payment by Landlord until repaid by Tenant. 4.3. If at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or not based any part of any real estate taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, then all such taxes, assessments, fees or charges, or the part on thereof so measured or based, shall be deemed to be included within the Rent payable hereunderterm "Charges" for the purposes of this Lease. 4.4. Further, Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in no event shall Tenant be responsible for the Premises. If any assessments in connection with such taxes are levied against Landlord or Landlord's property and if Landlord elects to pay the initial development same or construction of if the Facility. Within ten (10) days of its receipt assessed value of Landlord’s written notice 's property is increased by inclusion of paymentpersonal property and trade fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord an amount equal to any Taxes or Penalty upon demand that Landlord at any time is assessed or otherwise becomes responsible and part of such taxes for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyprimarily liable.

Taxes and Other Charges. At A. Tenant agrees to pay its proportionate share of any and all real xxx personal property taxes, regular and special assessments, license fees, public service impact fees and other charges of any kind and nature whatsoever, payable by Landlord (with the commencement exception of any income taxes incurred by Landlord) as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Any lump sum public service impact fees paid by Landlord shall be amortized over ten (10) years at interest not to exceed twelve percent (12%) per annum, and equal installments of such fee, together with interest accrued thereon, shall be payable monthly as a portion of the Charges. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under the Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the Term, all Taxes and Other Charges Initial Monthly Escrow Payment will be specified in the Basic Lease Information. The Initial Escrow Payment is based upon Tenant's proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's total Escrow Payments are less than Tenant's actual pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay to Landlord upon demand the difference; if the Tenant's total Escrow Payments are more that Tenant's actual pro rata share of the Charges, Landlord shall retain such excess and discharge credit it to Tenant's Escrow Payment account for the successive year's Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and the denominator of which shall be the total applicable gross leasable square footage; or such other equitable apportionment as may be adopted. B. If Tenant should fail to pay any Escrow Payments required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments, license fees and other charges. Any sums so paid by Landlord shall be deemed to be so much additional rental owing by Tenant to Landlord and due and payable upon demand as additional rental plus interest at the rate of eighteen percent (18%) per annum from the date of payment by Landlord until repaid by Tenant. (1) If at any time during the Lease Term, xxx xresent method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, fees or charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any future building or buildings, than all such taxes, assessments, fees or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Charges" for the purposes hereof. (2) Tenant may, alone or along with other tenants of the building containing the Premises, at its sole cost and expense, in its or their own name(s) dispute and contest any Charges by appropriate proceedings diligently conducted in good faith, but only after Tenant and all other tenants, if any, joining with Tenant in such contest have deposited with Landlord the amount so contested and unpaid or their proportionate shares thereof as the case may be, which shall be held by Landlord without obligation for interest until the termination of the proceedings, at which time the amount(s) 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 proceeding(s), and Tenant's share of any excess shall be returned to Xxxxxx. Tenant further agrees to pay to Landlord upon demaxx Xxxant's share (as among all Tenants who participaxxx xx the contest) of all court costs, interest, penalties and other liabilities relating to such proceedings. Tenant hereby indemnifies and agrees to hold harmless the Landlord from mid against any cost, damage or expense (including the filing of all required returns), prior attorney's fees) in connection with any such proceedings. (3) Any payment to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed be made pursuant to this Paragraph 4 with respect to the calendar year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full calendar year as that part of such calendar year covered by the Lease Term bears to a full calendar year. D. Tenant shall be liable for all taxes levied against personal propxxxx and trade fixtures placed by Tenant in the Premises, . If any such taxes are levied against Landlord or Landlord's property and (b) “Other Charges”, consisting if Landlord elects to pay the same or if the assessed value of any utilities Landlord's property is increased by inclusion of personal property and other costs and expenses of the Business or any portion of trade fixtures placed by Tenant in the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall Landlord elects to pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues taxes bases on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of paymentsuch increase, Tenant shall pay to Landlord an amount equal to any Taxes or Penalty upon demand that Landlord at any time is assessed or otherwise becomes responsible and part of such taxes for which Tenant is primarily liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyhereunder.