Common use of Real Property Taxes Clause in Contracts

Real Property Taxes. Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements and charges any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed upon, or with respect to, for whatever reason against the Project, Property or any personal property of Landlord used in the operation thereof or located thereinportion thereof, or Landlord's interest herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Property and located thereon, or Landlord's business of owning, leasing or managing the Property or the gross receipts, income or rentals from the Property, (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or based upon the use of or number of parking spaces within the Property, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or waste water disposal) at the Property, the number of person employed by tenants of the Property, the size (whether measured in area, volume, number of tenants or whatever) or the value of the Property, or the type of use or uses conducted within the Property, and all costs and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the Project method of taxation or such personal propertyassessment, by creation of a new tax or charge, or any federalother cause) an alternate, state substitute, or local entity, including: additional use or charge (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the value, size, use or occupancy of any part of the ProjectProperty or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, or on rent for space Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with respect to the Project; (v) operation of the Property, then any other tax, fee such tax or excisecharge, however describeddesignated, that may shall be levied included within the meaning of the terms "Real Property Tax" or assessed as a substitute for, or as an addition to, in whole or in part, any other "Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income " for purposes of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlordthis Lease. If any Real Property Taxes are payable, Tax is partly based upon property or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes rents unrelated to the BuildingProperty, Landlord shall make the determination of the proper allocation then only that part of such Real Property Taxes based, Tax that is fairly allocable to the extent possible, upon records Property shall be included within the meaning of the taxing authority and, if not so available, then on an equitable basis. terms "Real Property Taxes also do Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include any increases in estate, inheritance, transfer, gift or franchise taxes of Landlord or the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction federal or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are state income tax imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in on Landlord's reasonable judgment between Tenant and any other tenants of the Buildingincome from all sources.

Real Property Taxes. The term "Real Property Taxes" means (a) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and charges any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power or tax or levy assessments, which are levied or assessed upon, or with respect to, for whatever reason against the Project, a Project Building or the legal parcel of a Project Building or any personal property of Landlord used in the operation thereof or located thereinportion thereof, or Landlord's interest in herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Project and located thereon, or Landlord's business of owning, leasing or managing the Project or such personal propertythe gross receipts, income or rentals from the Project; (b) all charges, levies or fees imposed by any federal, state governmental authority against Landlord by reason of or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees based upon the use of or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to number of parking spaces within the Project, including assessmentsthe amount of public services or public utilities used or consumed (e.g. water, taxesgas, feeselectricity, levies and charges imposed sewage or surface water disposal) at the Project, the number of persons employed by governmental agencies for such purposes as streettenants of the Project, sidewalkthe size (whether measured in area, roadvolume, utility construction and maintenance, refuse removal and for other governmental services; (iiinumber of tenants or whatever) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part value of the Project, or on rent for space in the type of use or uses conducted within the Project; and (vc) all costs and fees (including attorneys' fees) incurred by Landlord in contesting any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; Tax and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection negotiating with proceedings public authorities as to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants . If, at any time during the Term, the taxation or assessment of the Project under their leases; and or any portion thereof prevailing as of the effective date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, or imposed (Cwhether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) penaltiesan alternate, finessubstitute, or additional tax or charge (i) on the value, size, use or occupancy of the Project or Landlord's interest therein or charges due for late payment (ii) on or measured by the gross receipts, income or rentals from the Project, or on Landlord's business of owning, leasing or managing the Project or (iii) computed in any manner with respect to the operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the terms Real Property Tax or Real Property Taxes by Landlordfor purposes of this Lease. If any Real Property Taxes are payable, Tax is partly based upon property or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes rents unrelated to the BuildingProject, Landlord shall make the determination of the proper allocation then only that part of such Real Property Taxes based, Tax that is fairly allocable to the extent possible, upon records Project shall be included within the meaning of the taxing authority and, if not so available, then on an equitable basis. terms Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction Tax or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed Taxes. Notwithstanding the foregoing, the terms Real Property Tax or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in not include (i) estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's reasonable judgment between Tenant and income from all sources, (ii) taxes or assessments levied on Landlord's rental income, unless such tax or assessment is imposed on gross receipts from the sale, lease, rental or licensing of real property or in lieu of real property taxes; (iii) assessments in excess of the amount which would be payable if such assessment expense were paid in installments over the longest permitted terms; or (iv) taxes or assessments or increases therein resulting from the improvements of any of the Project for the sole use of other occupants or tenants of the BuildingProject.

Real Property Taxes. The terms “real Property Tax” and “Real Property Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: ” shall each mean (i) all real property taxes taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed for whatever reason against the Project or any portion thereof, or Landlord’s interest therein, or the fixtures, equipment and other property of Landlord that is an integral part of the Project and located thereon, or Landlord’s business of owing, leasing or managing the Project or the gross receipts, income or rentals from the Project; (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or assessments for transit, housing, day care, open space, art, police, fire based upon the use of or other governmental services or benefits to number of parking spaces within the Project, including assessmentsthe amount of public services or public utilities used or consumed (e.g. water, taxesgas, feeselectricity, levies and charges imposed sewage or surface water disposal) at the Project, the number of persons employed by governmental agencies for such purposes as streettenants of the Project, sidewalkthe size (whether measured in area, roadvolume, utility construction and maintenance, refuse removal and for other governmental services; (iiinumber of tenants or whatever) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part value of the Project, or on rent for space in the type of use or uses conducted within the Project; and (viii) all costs and fees (including attorneys’ fees) incurred by Landlord in contesting any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; Tax and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection negotiating with proceedings public authorities as to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants . If, at any time during the Lease Term, the taxation or assessment of the Project under their leases; and (C) penalties, fines, interest prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or charges due for late payment of in addition to any Real Property Taxes Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) and alternate, substitute, or additional tax or charge (i) on the value, size, use or occupancy of the Project or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Project, or on Landlord’s business of owning, leasing or managing the Project or (iii) computed in any manner with respect to the operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the terms “Real Property Tax” or “Real Property Taxes” for purposes of this Lease. If any Real Property Taxes are payable, Tax is partly based upon property or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes rents unrelated to the BuildingProject, Landlord shall make the determination of the proper allocation then only that part of such Real Property Taxes based, Tax that is fairly allocable to the extent possible, upon records Project shall be included within the meaning of the taxing authority and, if not so available, then on an equitable basis. terms “Real Property Taxes also do Tax” or “Real Property Taxes”. Notwithstanding the foregoing, the terms “Real Property Tax” or “Real Property Taxes” shall not include any increases in estate, inheritance, transfer, gift or franchise taxes of Landlord or the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction federal or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are state income tax imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in on Landlord's reasonable judgment between Tenant and any other tenants of the Building’s income from all sources.

Real Property Taxes. TaxesFor purposes of this Lease, assessments Real Property Taxes shall mean any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant's delinquency) , or tax of any nature imposed upon or with respect to the Premises or the Project or any part thereof (other than net income, estate, succession, inheritance, transfer or franchise taxes) (collectively "tax"), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Premises or Project or any part thereof or the rent and charges now other sums payable hereunder by Tenant or hereafter by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease; (ii) levied or assessed upon, upon any legal or with respect to, the Project, or any personal property equitable interest of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal propertythe Premises or any part thereof; (iii) levied or assessed upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Premises; (iv) levied or assessed in lieu of, by in substitution for, or in addition to, existing or additional taxes imposed on or with respect to the Project or the Premises, whether or not now customary or within the contemplation of the parties; or (v) surcharged against the parking area. Notwithstanding the foregoing, the following shall not constitute Real Property Taxes for the purposes of this Lease: (1) any state, local, federal, state personal or local entitycorporate income tax of Landlord; (2) any estate or inheritance taxes; (3) any franchise, including: succession or transfer taxes, and (i4) all real property interest on taxes or penalties resulting from Landlord's failure to pay its taxes and general not directly caused by Tenant's delinquency. The reasonable cost and special assessments; (ii) charges, fees expenses of contesting the amount or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to validity of any of the Project, including foregoing taxes shall be included in Real Property Taxes. Real Property Taxes shall also include all new and increased assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance, refuse removal removal, libraries, street lighting, police services, and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other gross or net rental income tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. The term "Real Property Taxes" shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and charges any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed upon, or with respect to, for whatever reason against the Project, Project or any personal property of Landlord used in the operation thereof or located thereinportion thereof, or Landlord's interest in therein, or the fixtures, equipment and other property of Landlord that is an integral part of the Project and located thereon, or such personal propertyLandlord's business of owning, by any federalleasing or managing the Project, state or local entitythe gross receipts, including: (i) all real property taxes and general and special assessmentsincome or rentals from the Project; (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or assessments for transit, housing, day care, open space, art, police, fire based upon the use of or other governmental services or benefits to number of parking spaces within the Project, including assessmentsthe amount of public services or public utilities used or consumed (e.g. water, taxesgas, feeselectricity, levies and charges imposed sewage or surface water disposal) at the Project, the number of persons employed by governmental agencies for such purposes as streettenants of the Project, sidewalkthe size (whether measured in area, roadvolume, utility construction and maintenance, refuse removal and for other governmental services; (iiinumber of tenants or whatever) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part value of the Project, or on rent for space in the type of use or uses conducted within the Project; and (viii) all costs and fees (including attorneys' fees) incurred by Landlord in contesting any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; Taxes and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection negotiating with proceedings public authorities as to contest, determine or reduce any Real Property Taxes. If,at any time during the Term, the taxation or assessment of the Project prevailing as of the Effective Date shall be altered so that in lieu of or in addition to any Real Property Taxes do not include: described above there shall be levied, assessed or imposed (A) franchisewhether by reason of a change in the method of taxation or assessment, transfer, inheritance creation of a new tax or capital stock taxescharge, or income taxes any other cause) an alternate, substitute, or additional tax or charge (i) on the value, size, use or occupancy of the Project or Landlord's interest therein or (ii) on or measured by the net gross receipts, income or rentals from the Project or Landlord's business of Landlord from all sourcesowning, unless leasing or managing the Project, or (iii) computed in any manner with respect to the operation of the Project, then any such taxes are levied tax or assessed against Landlord as a substitute forcharge, in whole or in parthowever designated, any shall be included within the meaning of the term "Real Property Tax; (B) Impositions and all similar amounts payable by tenants Taxes" for purposes of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlordthis Lease. If any Real Property Taxes are payable, partly based upon property or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes rents unrelated to the BuildingProject, Landlord shall make the determination of the proper allocation then only that part of such Real Property Taxes based, that are fairly allocable to the extent possible, upon records Project shall be included within the meaning of the taxing authority and, if not so available, then on an equitable basis. term "Real Property Taxes also do Taxes". Notwithstanding the foregoing, the term "Real Property Taxes" shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord's income from all sources or assessment expense or any increases increase therein in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants excess of the Project other than Tenant and any other tenants amount which would be payable if such tax or occupants of assessment expense (together with interest thereon) were paid in installments over the Building; provided, however, that if any Real Property Taxes are imposed longest possible term without additional fee or increased due cost to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. For purposes of this Lease, "Real Property Taxes, assessments " shall consist of all real estate taxes and charges now or hereafter levied or assessed upon, or with respect toall other taxes relating to the Building, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to Common Areas and/or the Project, including assessmentsas applicable, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for all other governmental services; (iii) service payments taxes which may be levied in lieu of real estate taxes; (iv) any tax, fee all assessments, local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and improvements or excise on the use amounts necessary to be expended because of governmental orders, whether general or occupancy special, ordinary or extraordinary, unforeseen as well as foreseen, of any part kind and nature for public improvements, services, benefits, or any other purpose, which are assessed, levied, confirmed, imposed or become a lien upon the Building or any portion of the Project, or on rent for space in and/or the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute forCommon Areas, or as an addition to, become payable during the Term (or which become payable after the expiration or earlier termination hereof and are attributable in whole or in partpart to any period during the Term hereof), any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees together with all costs and expenses incurred by Landlord in connection with proceedings to contestsuccessfully contesting, determine resisting or reduce appealing any such taxes, rates, duties, levies or assessments. Any special assessments which may be paid in installments shall be deemed paid over the longest period allowable by law and only the installment due in any calendar year shall be included in Real Property Taxes. "Real Property Taxes do not include: (A) Taxes" shall exclude any franchise, transferestate, inheritance or capital stock taxessuccession transfer tax of Landlord, or income taxes measured by any federal or state income, profits or revenue tax or charge upon the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if at any Real Property Taxes are imposed time during the Term there is levied or increased due to the construction assessed against Landlord a federal, state or installation of tenant improvements local tax or other alterations in the Buildingexcise tax on rent, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and or any other tenants tax however described on account of rent or gross receipts or any portion thereof, Tenant shall pay one hundred percent (100%) of the BuildingTenant's Share of any said tax or excise applicable to Tenant's Rent as Additional Rent.

Real Property Taxes. TaxesAny form of assessment, assessments and charges now or hereafter levied or assessed uponlicense, fee, rent tax, levy, penalty (if a result of Tenant’s delinquency), or with respect totax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the Projectdirect or indirect power to tax, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federalcity, county, state or local entityfederal government or any improvement or other district or division thereof, includingwhether such tax is: (i) all real property taxes determined by the area of the Premises or any part thereof or the rent and general and special assessmentsother sums payable hereunder, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease; (ii) charges, fees upon any legal or assessments for transit, housing, day care, open space, art, police, fire equitable interest of Landlord in the Premises or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental servicesany part hereof; (iii) service payments upon this transaction or any document to which Tenant is a party creating or transferring any interest in lieu of taxes; (iv) any tax, fee all or excise on the use or occupancy of any part of the ProjectPremises; or (iv) levied or assessed in lieu of, in substitution for, or on rent for space in addition to, existing or additional taxes against the Project; (v) Premises whether or not now customary or within the contemplation of the parties. In the case of any other tax, fee or excise, however described, Real Property Taxes that may be levied evidenced by improvement or assessed as a substitute forother bonds or that may be paid in annual or other periodic installments, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. for the purpose of calculating Real Property Taxes do not include: (A) franchiseunder this Lease, transferLandlord shall elect to cause such bonds to be issued or such assessment to be paid in installments over the maximum period permitted by applicable Law. Notwithstanding the foregoing, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts Taxes payable by tenants Tenant under this Lease shall also not include (i) any penalties or interest charges (through no fault of the Project under their leases; Tenant), and (Cii) penalties, fines, interest or charges due for late payment any supplemental assessment of Real Property Taxes by Landlordwith respect to the Xxxxxxx Road Premises related to any period of time before the Term. If any Tenant shall have the right to request Landlord to contest Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely Premises, or Tenant’s personal property, and if Landlord is not willing to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant undertake such contest, Landlord agrees that Tenant, at Tenant’s expense, can institute a contest on its own and any other tenants or occupants of the Building; provided, however, that if any Landlord will reasonably cooperate with such contest. Tax refunds shall be credited against Real Property Taxes are imposed or increased due Taxes, as applicable, and refunded to Tenant regardless of when received, based on the construction or installation Lease year to which the refund is applicable during the Term; it being understood that this obligation shall survive the termination of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingthis Lease.

Real Property Taxes. The term “Real Property Tax” or “Real Property Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property ” shall each mean Tenant’s Expense Share of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments; , which are levied or assessed for whatever reason against the Property or any portion thereof, or Landlord’s interest herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Property and located thereon, or Landlord’s business of owning, leasing or managing the Property or the gross receipts, income or rentals from the Property, (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or assessments for transitbased upon the use of or number of parking spaces within the Property, housing, day care, open space, art, police, fire or other governmental the amount of public services or benefits public utilities used or consumed (e.g. water, gas, electricity, sewage or waste water disposal) at the Property, the number of person employed by tenants of the Property, the size (whether measured in area, volume, number of tenants or whatever) or the value of the Property, or the type of use or uses conducted within the Property, and all costs and fees (including attorneys’ fees) reasonably incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If, at any time during the ProjectLease Term, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes the taxation or assessment of the Property prevailing as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments of the Effective Date of this Lease shall be altered so that in lieu of taxes; or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (ivwhether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) any taxan alternate, fee substitute, or excise additional use or charge (i) on the value, size, use or occupancy of any part of the ProjectProperty or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, or on rent for space Landlord’s business of owning, leasing or managing the Property or (iii) computed in any manner with respect to the Project; (v) operation of the Property, then any other tax, fee such tax or excisecharge, however describeddesignated, that may shall be levied included within the meaning of the terms “Real Property Tax” or assessed as a substitute for, or as an addition to, in whole or in part, any other “Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income ” for purposes of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlordthis Lease. If any Real Property Taxes are payable, Tax is partly based upon property or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes rents unrelated to the BuildingProperty, Landlord shall make the determination of the proper allocation then only that part of such Real Property Taxes based, Tax that is fairly allocable to the extent possible, upon records Property shall be included within the meaning of the taxing authority and, if not so available, then on an equitable basis. terms “Real Property Taxes also do Tax” or “Real Property Taxes.” Notwithstanding the foregoing, the terms “Real Property Tax” or “Real Property Taxes” shall not include any increases in estate, inheritance, transfer, gift or franchise taxes of Landlord or the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction federal or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are state income tax imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in on Landlord's reasonable judgment between Tenant and any other tenants of the Building’s income from all sources.

Real Property Taxes. The term "Real Property Taxes" as used ------------------- herein shall mean (a) all taxes, assessments assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen, now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, imposed by any federal, state governmental or local entity, including: (i) all real property taxes and general and quasi-governmental authority or special assessments; (ii) charges, fees district having the direct or assessments for transit, housing, day care, open space, art, police, fire indirect power to tax or other governmental services or benefits to the Project, including levy assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes which are levied or assessed against or with respect to; (1) the value, occupancy or use of the Property (as now constructed or as may at any time hereinafter be constructed, altered, or otherwise changed), (2) the fixtures, equipment, and other real or personal property of Landlord that are an integral part of the Property, (3) the gross receipts, income, and rentals from the Property, or (4) the use of the Outside Areas, Common Areas, public utilities, or energy within the Property; (b) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the property; (c) new excise, transaction, sales, privilege or other taxes now or hereafter imposed upon Landlord as a substitute for, result of this Lease; and (d) all costs and fees (including attorneys' fees previously approved by Tenant) incurred by Landlord in whole or in part, contesting any Real Property Tax; (B) Impositions Taxes and all similar amounts payable by tenants in negotiating with public authorities as to any Real Property Taxes. If at any time during the Lease term the taxation or assessment of the Project under their leases; and (C) penalties, fines, interest property prevailing as of the Commencement Date shall be altered so that in lieu of or charges due for late payment of in addition to any Real Property Taxes described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate, substitute, or additional tax or charge (a) on the value, use or occupancy of the property, (b) on or measured by the gross receipts, income, or rentals from the property, or on Landlord's business of leasing the Property, or (c) computed in any manner with respect to the operation of the Property, then any such tax or charge, however designated, shall be included within the meaning of the term "Real Property Taxes" for purposes of the Lease. If any Real Property Taxes are payable, Tax is based upon property or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes rents unrelated to the Buildingproperty, Landlord shall make the determination of the proper allocation then only that part of such Real Property Taxes based, Tax that is fairly allocable to the extent possible, upon records property as determined by Landlord shall be included within the meaning of the taxing authority and, if not so available, then on an equitable basis. term "Real Property Taxes also do Taxes." Notwithstanding the foregoing, the term "Real property Taxes" shall not include any increases in estate, inheritance, transfer, gift or franchise taxes of Landlord or the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction federal or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are state net income tax imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in on Landlord's reasonable judgment between Tenant and income from all sources, for any other tenants of the Buildingsimilar or replacement tax or assessment.

Real Property Taxes. For purposes of this Lease, the term “Property Taxes” shall mean all assessment, assessments license, fee, rent, tax, levy, interest, or tax (other than Landlord’s net income, estate, succession, inheritance, gift, excise, transfer or franchise taxes) charges, imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, on the real property comprising the Project, including any land and charges improvements thereon, whether such tax is: (i) determined by the value or area of the Project or any part thereof (or any improvements now or hereafter levied or assessed upon, or with respect to, made to the Project, Project or any personal property portion thereof by Landlord, Tenant or other tenants); (ii) upon any legal or equitable interest of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental servicespart thereof; (iii) service payments in lieu of taxes; (iv) upon this transaction or any tax, fee document to which tenant is a party creating or excise on the use or occupancy of transferring any part of the Project, or on rent for space interest in the Project; (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Project whether or not now customary or within the contemplation of the parties; or (v) assessed upon real property generally for the purpose of constructing or maintaining or reimbursing the cost of construction of any streets, utilities, or other taxpublic improvements. Notwithstanding anything to the contrary contained herein, fee Property Taxes shall not include any amounts payable by Tenant under Section 4(e) below. With respect to any taxes or excise, however described, that assessments which may be levied against or assessed as a substitute forupon the Project, or as an addition to, which under the Laws then in whole force may be evidenced by improvements or other bonds or may be paid in part, annual installments only the amount of such annual installment (with appropriate proration for any other Real Property Taxes; partial year) and interest due thereon shall be included within the computations of the annual taxes and assessments levied against the Project (vi) reasonable consultants' and attorneys' fees and expenses incurred but any credit given by the taxing authorities against any such installation arising from earlier payments or earlier funding or reserves shall be disregarded in connection with proceedings to contest, determine or reduce Real Property Taxesthe calculation of any such annual assessments). If Landlord receives a reduction in Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by attributable to the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord Base Year as a substitute forresult of commonly called Proposition 8 application, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of then Real Property Taxes by Landlord. If any for the Base Year shall be calculated as if no Proposition 8 reduction in Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingwere received.

Real Property Taxes. The term “Real Property Taxes” means (a) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and charges any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power or tax or levy assessments, which are levied or assessed upon, or with respect to, for whatever reason against the Project, a Project Building or the legal parcel of a Project Building or any personal portion thereof, or Landlord’s interest herein, or the fixtures, equipment and other property of Landlord used in that is an integral part of the operation thereof or Project and located thereinthereon, or Landlord's interest in ’s business of owning, leasing or managing the Project or such personal propertythe gross receipts, income or rentals from the Project; (b) all charges, levies or fees imposed by any federal, state governmental authority against Landlord by reason of or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees based upon the use of or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to number of parking spaces within the Project, including assessmentsthe amount of public services or public utilities used or consumed (e.g. water, taxesgas, feeselectricity, levies and charges imposed sewage or surface water disposal) at the Project, the number of persons employed by governmental agencies for such purposes as streettenants of the Project, sidewalkthe size (whether measured in area, roadvolume, utility construction and maintenance, refuse removal and for other governmental services; (iiinumber of tenants or whatever) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part value of the Project, or on rent for space in the type of use or uses conducted within the Project; and (vc) all costs and fees (including attorneys’ fees) incurred by Landlord in contesting any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; Tax and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection negotiating with proceedings public authorities as to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants . If, at any time during the Term, the taxation or assessment of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment any portion thereof prevailing as of the effective date of this Lease shall be altered so that in lieu of or in addition to any Real Property Taxes Tax described above there shall be levied, or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate, substitute, or additional tax or charge (a) on the value, size, use or occupancy of the Project or Landlord’s interest therein or (b) on or measured by the gross receipts, income or rentals from the Project, or on Landlord’s business of owning, leasing or managing the Project or (c) computed in any manner with respect to the operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the terms “Real Property Tax” or “Real Property Taxes” for purposes of this Lease. If any Real Property Taxes are payable, Tax is partly based upon property or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes rents unrelated to the BuildingProject, Landlord shall make the determination of the proper allocation then only that part of such Real Property Taxes based, Tax that is fairly allocable to the extent possible, upon records Project shall be included within the meaning of the taxing authority and, if not so available, then on an equitable basis. terms “Real Property Taxes also do Tax” or “Real Property Taxes.” Notwithstanding the foregoing, the terms “Real Property Tax” or “Real Property Taxes” shall not include any increases in estate, inheritance, transfer, gift or franchise taxes of Landlord or the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction federal or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are state income tax imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in on Landlord's reasonable judgment between Tenant and any other tenants of the Building’s income from all sources.

Real Property Taxes. For purposes of this Lease, “Real Property Taxes” shall consist of all transit charges, assessments housing fund assessments, real estate taxes and charges now or hereafter all other taxes relating to the Building, the Property, and the Common Areas located on the Property, all other taxes which may be levied or assessed uponin lieu of real estate taxes, or with respect all assessments, local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, the Projectcharges for traffic facilities and improvements, water service studies, and improvements or amounts necessary to be expended because of governmental orders, whether general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind and nature for public improvements, services, benefits, or any personal property other purpose, which are assessed, levied, confirmed, imposed or become a lien upon the Building or any portion of Landlord used in the operation thereof or located thereinProperty, or Landlord's interest in become payable during the Project Term (or such personal property, by any federal, state which become payable after the expiration or local entity, including: (i) all real property taxes earlier termination hereof and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, are attributable in whole or in partpart to any period during the Term hereof), together with all costs and expenses incurred by Landlord in successfully contesting, resisting or appealing any other such taxes, rates, duties, levies or assessments. “Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) ” shall exclude any franchise, transferestate, inheritance or capital stock taxessuccession transfer tax of Landlord, or income taxes measured by any federal or state income, profits or revenue tax or charge upon the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if at any Real time during the Term there is levied or assessed against Landlord a federal, state or local tax or excise tax on rent, or any other tax however described on account of rent or gross receipts or any portion thereof, Tenant shall pay one hundred percent (100%) of the Tenant’s Share of any said tax or excise applicable to Tenant’s Rent as Additional Rent. During any period in which Tenant leases 100% of the Rentable Area of the Property, if the ad valorem tax assessment of the Property Taxes are imposed and Building for any calendar year increases by more than five percent (5%) from the prior year’s assessment, Tenant shall have the right, by written notice to Landlord, to cause Landlord to contest or increased due to the construction or installation of tenant improvements or other alterations in the Buildingprotest, through appropriate legal proceedings, such Real Property Taxes increased assessment. The cost of any such challenge shall be equitably prorated borne by Tenant but, if Landlord is successful in Landlord's obtaining a reduced assessment or tax refund, Tenant shall be entitled to recoup its reasonable judgment between out-of-pocket expenses from the refund before the refund is applied against Operating Expenses. Tenant may only require Landlord to contest the amount or validity of any real estate taxes by appropriate proceedings and only if the Property or any other tenants part thereof would not by reason of such postponement or deferment be in danger of being forfeited or lost. Landlord shall not be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings or any increased assessment of the BuildingProject which results from such proceeding.

Real Property Taxes. For purposes of this Lease, "Real Property Taxes" shall consist of all real estate taxes, assessments leasehold excise taxes and charges now or hereafter levied or assessed uponall other taxes relating to the Building, or with respect to, the Common Areas and/or the Project, or any personal property of Landlord used in the operation thereof or located thereinas applicable, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property other taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments which may be levied in lieu of real estate taxes; (iv) any tax, fee all assessments, local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and improvements or excise on the use amounts necessary to be expended because of governmental orders, whether general or occupancy special, ordinary or extraordinary, unforeseen as well as foreseen, of any part kind and nature for public improvements, services, benefits, or any other purpose, which are assessed, levied, confirmed, imposed or become a lien upon the Building or any portion of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute forProperty and/or the Common Areas, or as an addition to, become payable during the Term (or which become payable after the expiration or earlier termination hereof and are attributable in whole or in partpart to any period during the Term hereof), together with all costs and expenses incurred by Landlord in successfully contesting, resisting or appealing any other such taxes, rates, duties, levies or assessments, "Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) " shall exclude any franchise, transferestate, inheritance or capital stock taxessuccession transfer tax of Landlord, or income taxes measured by any federal or state income, profits or revenue tax or charge upon the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if at any Real Property Taxes are imposed time during the Term there is levied or increased due assessed against Landlord a federal, state or local tax or excise tax on rent, or any other tax however described on account of rent or gross receipts or any portion thereof, Tenant shall pay one hundred percent (100%) of the Tenant's Share of any said tax or excise applicable to Tenant's Rent as Additional Rent. Together with each payment of Rent to Landlord commencing and prorated as of the Commencement Date through the balance of the Term, Tenant shall pay to Landlord one-twelfth (1/12th) of the prior calendar year’s real property taxes and assessments with respect to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant Premises and any other tenants one-twelfth (1/12th) of the Buildingthen current calendar’s year’s association assessments and fees (if any) with respect to the Premises each month. Subject to such payment, Landlord shall pay such taxes, assessments and fees to the respective taxing authority and office association. In addition, Tenant shall pay all personal property taxes with respect to any property of Tenant or any subtenant in or upon the Premises prior to delinquency and directly to the respective taxing authority on or before the last day upon which the same may be paid without interest or penalty, and Tenant shall deliver to Landlord reasonable documentation evidencing Tenant’s compliance with the foregoing payment obligations.

Real Property Taxes. TaxesAll taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's ’s interest in the Project or such personal property, by any federalFederal, state State or local entity, including: (i) all real property taxes and general general, special, supplemental and special escape assessments; (ii) charges, fees or assessments for transit, public improvements, employment, job training, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental servicesbenefits; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any tax, assessment, charge, levy or fee for environmental matters, or as a result of the imposition of mitigation measures, such as parking taxes, employer parking regulations or fees, charges or assessments due to the treatment of the Project, or any portion thereof or interest therein, as a source of pollution or stormwater runoff; (vi) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vivii) reasonable consultants' ’ and attorneys' ’ fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Notwithstanding anything to the contrary in the foregoing, Real Property Taxes do not include: (A) all excess profits, gift, franchise, transfer, inheritance or and succession, estate, capital stock taxesstock, or and federal and state income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; Taxes (B) Impositions excluding gross receipts taxes payable with respect to Rent and all similar other amounts payable by tenants of as Impositions or otherwise pursuant to individual leases at the Project under their leasesProject, which gross receipts taxes and Impositions shall not be included in Real Property Taxes); and (CB) penalties, fines, interest or charges due for late payment of Real Property Taxes by LandlordLandlord and/or failure to file any tax or informational returns when due. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate In addition, Tenant shall have no obligation to pay Real Property Taxes to for any buildings or parking structures that are newly constructed after the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the BuildingLease Date.

Real Property Taxes. Tenant shall be liable for, and shall pay to ------------------- the proper taxing authorities prior to delinquency, all "Real Property Taxes," as that term is defined below, assessments applicable to the Premises and charges now or hereafter levied or assessed uponrelating to the period of the Term of this Lease; and Tenant shall provide Landlord copies of receipts for payment of all such Real Property Taxes. Landlord and Tenant acknowledge and agree that, or with respect toas of the Commencement Date, the Project, or any personal property Land upon which the Building is located shall be a separate tax parcel. The term "Real Property Taxes" shall be the sum of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, includingfollowing: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, possessory interest taxes, business or license taxes or fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, transit and traffic charges, housing fund assessments, open space charges, childcare fees, school, sewer and parking fees or any other assessments, levies, fees, exactions or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen (including fees "in lieu" of any such tax or assessment) which are assessed, levied, charged, conferred or imposed by any public authority upon the Premises (or any real property comprising any portion thereof) or its operations, together with all taxes; (iv) , assessments or other fees imposed by any taxpublic authority upon or measured by any Rent or other charges payable hereunder, fee including any gross receipts tax or excise on tax levied by any governmental authority with respect to receipt of rental income, or upon, with respect to or by reason of the development, possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof, or documentary transfer taxes upon this transaction or any document to which Tenant is a party creating or transferring an interest in the Premises, together with any tax imposed in substitution, partially or totally, of any part tax previously included within the aforesaid definition or any additional tax the nature of which was previously included within the aforesaid definition, together with the costs and expenses (including attorneys', administrative and expert witness fees and costs) of challenging any of the Projectforegoing or seeking the reduction in or abatement, redemption or on rent for space in return of any of the Project; (v) foregoing, but only to the extent of any other taxsuch reduction, fee abatement, redemption or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other return. All references to Real Property Taxes; Taxes during a particular year shall be deemed to refer to taxes accrued during such year, including supplemental tax bills regardless of when they are actually assessed and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings without regard to contest, determine or reduce Real Property Taxeswhen such taxes are payable. Real Property Taxes do not include: (A) for partial tax fiscal years, if any, falling within the Term, shall be prorated. The obligation of Tenant to pay Real Property Taxes for the last full or partial year of the term and supplemental taxes accrued during the Term, whenever assessed, shall survive the expiration or early termination of this Lease. Nothing contained in this Lease shall require Tenant to pay any franchise, transfercorporate, estate or inheritance or capital stock taxestax of Landlord, or income taxes measured by any income, profits or revenue tax or charge upon the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. For purposes of this Lease, "Real Property Taxes" shall mean any form of assessment, assessments license, fee, rent tax, levy, penalty (if a result of Tenant's delinquency), or tax of any nature imposed upon or with respect to the Premises or the Project or any part thereof (other than net income, estate, gift, succession, inheritance, transfer or franchise taxes of Landlord) (collectively, "tax"), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Premises or Project or any part thereof or the rent and charges now other sums payable hereunder by Tenant or hereafter by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease; (ii) levied or assessed upon, upon any legal or with respect to, the Project, or any personal property equitable interest of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by the Premises or any federal, state or local entity, including: (i) all real property taxes and general and special assessmentspart thereof; (iiiii) chargeslevied or assessed upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Premises; (iv) levied or assessed in lieu of, fees in substitution for, or assessments for transitin addition to, housing, day care, open space, art, police, fire existing or other governmental services additional taxes imposed on or benefits with respect to the ProjectProject or the Premises, including whether or not now customary or within the contemplation of the parties; or (v) surcharged against the parking area. The reasonable cost and expenses of contesting the amount or validity of any of the foregoing taxes shall be included in Real Property Taxes. Real Property Taxes shall also include all new and increased assessments, taxes, fees, levies and charges which may be imposed by governmental agencies for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any taxremoval, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.libraries,

Real Property Taxes. TaxesAll general property and improvement taxes and all forms of assessment, assessments and charges now special assessment or hereafter levied reassessment, license fee, license tax, business license tax, commercial rental tax, in lieu tax, levy, charge, penalty (to the extent not imposed as a result of Landlord’s negligence) or assessed uponsimilar imposition, imposed by any authority having the direct power to tax, including any city, county, state or with respect to, the Projectfederal government, or any personal property school, Initials: PD/VV KH/MN agricultural, lighting, drainage or other improvement or special assessment district thereof, or any agency or public body, as against any legal or equitable interest of Landlord used in the operation thereof Premises and all improvements thereon and thereto as they presently exist or located thereinas they may be expanded, developed, constructed or altered from time to time, including but not limited to: (a) any tax on Landlord's interest in ’s rent, right to rent or other income from the Premises or all or any portion of the Project or such personal propertyas against Landlord’s business of leasing the Premises, by any but specifically excluding Landlord’s federal, state or local entitycity income, including: franchise, corporate, personal property, stock transfer, revenues, inheritance or estate taxes; (ib) all any assessments, taxes, fees, levies or charges in addition to, or in substitution, partially or totally, for any assessment, tax, fee, levy or charge previously included within the definition of real property taxes tax before adoption of Proposition 13 by the voters of the State of California in the June 1978 election, it being acknowledged by Tenant and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including Landlord that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes services as fire protection, street, sidewalk, road, utility construction sidewalk and road maintenance, refuse removal and for other governmental servicesservices that were before Proposition 13 provided without charge to property owners or occupants; and (iii) service payments in lieu of taxes; (ivc) any assessment, tax, fee fee, levy or charge upon this transaction or any document to which Tenant is a party which is imposed on the creation or transfer of an interest or an estate in the Premises. It is the intention of Tenant and Landlord that all new and increased assessments, taxes, fees, levies and charges, and all similar assessments, taxes, fees, levies and charges be included within the definition of Real Property Taxes for the purposes of this Lease. Real Property Taxes for the first year of the Term shall be calculated as if the Premises and related improvements were fully assessed. If at any time during the Term the laws concerning the methods of real property taxation prevailing at the commencement of the Lease Term are changed so that a tax or excise on the use rents or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are is levied or assessed against Landlord as a substitute for, substitution in whole or in partpart for any real property taxes, then Real Property Taxes shall include, but not be limited to, any Real Property Tax; (B) Impositions and such assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof. With respect to any assessments that may be levied against or upon the Premises, the Building or all similar amounts payable by tenants or any portion of the Project and that under their leases; and (C) penaltiesthe laws then in force may be evidenced by improvement or other bonds, finesor may be paid in annual installments, interest or charges due for late payment there shall be included within the definition of Real Property Taxes by Landlord. If with respect to any Real Property Taxes are payabletax fiscal year only the amount currently payable on such tax, bond or may at assessment, including interest, for such tax fiscal year or the option of the taxpayer be paid, in installments, current annual installment for such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingfiscal year.

Real Property Taxes. For purposes of this Lease, the term “Property Taxes” shall mean all assessment, assessments license, fee, rent, tax, levy, interest, or tax (other than Landlord’s net income, estate, succession, inheritance, gift, excise, transfer or franchise taxes) charges, imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, on the real property comprising the Project, including any land and charges improvements thereon, whether such tax is: (i) determined by the value or area of the Project or any part thereof (or any improvements now or hereafter levied or assessed upon, or with respect to, made to the Project, Project or any personal property portion thereof by Landlord, Tenant or other tenants); (ii) upon any legal or equitable interest of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental servicespart thereof; (iii) service payments in lieu of taxes; (iv) upon this transaction or any tax, fee document to which tenant is a party creating or excise on the use or occupancy of transferring any part of the Project, or on rent for space interest in the Project; (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Project whether or not now customary or within the contemplation of the parties; or (v) assessed upon real property generally for the purpose of constructing or maintaining or reimbursing the cost of construction of any streets, utilities, or other taxpublic improvements. Notwithstanding anything to the contrary contained herein, fee Property Taxes shall not include any amounts payable by Tenant under Paragraph 5.E below. With respect to any taxes or excise, however described, that assessments which may be levied against or assessed as a substitute forupon the Project, or as an addition to, which under the Laws then in whole force may be evidenced by improvements or other bonds or may be paid in part, annual installments only the amount of such annual installment (with appropriate proration for any other Real Property Taxes; partial year) and interest due thereon shall be included within the computations of the annual taxes and assessments levied against the Project (vi) reasonable consultants' and attorneys' fees and expenses incurred but any credit given by the taxing authorities against any such installation arising from earlier payments or earlier funding or reserves shall be disregarded in connection with proceedings to contest, determine or reduce Real Property Taxesthe calculation of any such annual assessments). If Landlord receives a reduction in Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by attributable to the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord Base Year as a substitute forresult of commonly called Proposition 8 application, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of then Real Property Taxes by Landlord. If any for the Base Year shall be calculated as if no Proposition 8 reduction in Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingwere received.

Real Property Taxes. Taxes, assessments and charges now or ------------------- hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. TaxesTenant shall pay all real property taxes, assessments and charges now or hereafter general and special taxes including, without limitation, possessory interest taxes ("real property taxes"), levied or and assessed upon, or with respect to, against the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) Property and all real property taxes and general and special assessments; (ii) chargesassessments levied against Xxxxxx's interests in the Property during the Term. In the event Landlord receives a tax bill for the Property, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to Landlord shall notify Tenant of the Project, including assessments, real property taxes, feesand immediately on receipt of the tax bill, levies and charges imposed by governmental agencies for such purposes as streetshall furnish Tenant with a copy of the tax bill. Tenant shall, sidewalksemiannually, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu pay the real property taxes not later than the taxing authority's delinquency date. If at any time during the Term of taxes; (iv) this Lease any authority having the power to tax, fee including, without limitation, any federal, state, county, city government or excise on any political subdivision thereof (collectively, "taxing authority"), shall alter the use methods and/or standards of taxation and assessment against the legal or occupancy equitable interests of any part of the Project, or on rent for space Landlord in the Project; (v) any other tax, fee Property or excise, however described, that may be levied the Improvements located or assessed as a substitute for, or as an addition toconstructed thereon, in whole or in part, so as to impose a monetary obligation on Landlord in lieu of or in addition to the taxes and assessments in existence as of the date of this Lease, such taxes or assessments based thereon, including, without limitation, (a) a tax, assessment, excise, surcharge, fee, levy, penalty, bond or similar imposition (collectively, "impositions"), on Landlord's right to rental or other income from the Property or as against Landlord's leasing of the Property, (b) any other Real Property Taxes; and impositions in substitution or in lieu, partially or totally, of any impositions assessed upon real property prior to any such alteration, (vic) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings any impositions allocable to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income area of Landlord from all sourcesthe Property or the rental payable hereunder, unless including, without limitation, any impositions levied by any taxing authority with respect to the receipt of such taxes are levied rental or assessed against Landlord with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant or any subtenant of the Property or any portion thereof, (d) any impositions upon this lease transaction or any document to which Tenant is a party which creates or transfers any interest or estate in or to the Property (other than any transfer tax which may be due upon recordation of the Memorandum of Lease described in Section 3.1), or (e) any special, unforeseen or extraordinary impositions which, although not specifically described above, can fairly be characterized as a real property tax or a substitute forfor real property tax, in whole or in part, any shall be considered as "real property taxes" for the purposes of this Lease. "Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord property taxes" shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; providedexclude, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Buildingall general income taxes, such Real Property Taxes shall be equitably prorated in gift taxes, inheritance taxes and estate taxes owed by Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. The term "Real Property Tax" or "Real Property Taxes" shall each mean Tenant's Proportionate Share of(i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments of principal and interest required to pay any general or special assessments for public - improvements and charges any increases resulting from reassessments caused by any change in ownership or new Construction), now or hereafter imposed by any governmental- or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed upon, or with respect to, for whatever reason against the Project, Property or any personal property of Landlord used in the operation thereof or located thereinportion thereof, or Landlord's interest herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Property and located thereon, or Landlord's business of owning, leasing or managing the Property or the gross receipts, income or rentals from the Property, (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or based upon the use of or number of parking spaces within the Property, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or waste water disposal) at the Property, the number of person employed by tenants of the Property, the size (whether measured in area, volume, number of tenants or whatever) or the value of the Property, or the type of use or uses conducted within the Property, and all costs and fees (including attorneys' fees) reasonably incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax, which amount shall not exceed the Real Property Tax savings realized in any given year. Notwithstanding the foregoing, Tenant shall be responsible for 100% of any increases resulting from Real Property Tax reassessments due the Improvement Work. If at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the Project method of taxation or such personal propertyassessment, by creation of a new tax or charge, or any federalother cause) an alternate, state substitute, or local entity, including: additional use or charge (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the value, size, use or occupancy of any part of the ProjectProperty or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, or on rent for space Landlord's business of owning, leasing or managing the Property or (iii) computed in any manner with respect to the Project; (v) operation of the Property, then any other tax, fee such tax or excisecharge, however describeddesignated, that may shall be levied included within the meaning of the terms "Real Property Tax" or assessed as a substitute for, or as an addition to, in whole or in part, any other "Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income " for purposes of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlordthis Lease. If any Real Property Taxes are payable, Tax is partly based upon property or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes rents unrelated to the BuildingProperty, Landlord shall make the determination of the proper allocation then only that part of such Real Property Taxes based, Tax that is fairly allocable to the extent possible, upon records Property shall be included within the meaning of the taxing authority and, if not so available, then on an equitable basis. terms "Real Property Taxes also do Tax" or "Real Property Taxes." Notwithstanding the foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not include any increases in estate, inheritance, transfer, gift or franchise taxes of Landlord or the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction federal or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are state income tax imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in on Landlord's reasonable judgment between Tenant and any other tenants of the Buildingincome from all sources.

Real Property Taxes. Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Taxtax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. Real Property Taxes" shall mean all ad valorem taxes, assessments (special or otherwise) and charges now other governmental imposts payable with respect to the Land or hereafter the Building, which are levied or assessed upon, by the United States of America or with respect to, the Project, State of Minnesota or any personal property of Landlord used in the operation political subdivision thereof or located therein, or Landlord's interest in the Project or such personal property, by and are due and payable during any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, calendar year included in whole or in part, any other part in the Term. Real Property Taxes; Taxes shall also include reasonable legal fees, costs and (vi) reasonable consultants' and attorneys' fees and expenses disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: , but shall exclude (Aa) franchiseany item included in Operating Expenses; (b) any taxes of the nature payable by Tenant under Article 17 hereof; (c) any net income tax, transferestate tax, gift tax, transfer tax, or inheritance or capital stock tax; (d) a reasonable allocation of such taxes, or income taxes measured by assessments and imposts to the net income Parking Garage (based upon the relative values of Landlord from all sources(i) the Parking Garage, unless any such taxes are levied or assessed against Landlord as a substitute forto (ii) the entire Building, in whole or in part, any Real Property Taxincluding the Parking Garage); (Be) Impositions and all similar any increased amounts payable by tenants of such taxes, assessments or imposts resulting from any agreement with any governmental authority or unit setting a minimum assessed value for the Project under their leases; and (C) penaltiesBuilding or Land, fines, interest or charges due for late payment otherwise fixing the amount of Real Property Taxes payable with respect thereto, except as expressly provided under Section 7.9; (f) any ad valorem taxes allocable to the improvements existing on the Land as of the date of this Lease; (g) any taxes, assessments or imposts levied, pending or constituting a lien against the Building or Land as of the date of this Lease; and (h) assessments (including special assessments), whenever levied, arising out of or in respect of any capital improvement necessary to, or required by Landlordany state or local governmental unit, agency or taxing authority in connection with the initial development or construction of the Building (including any amounts associated with any condemnation proceeding used to obtain control of the Land), or any expansion or enlargement thereof. If any In the case of Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installmentsTaxes, such Real Property Taxes shallas special assessments, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Buildingwhere Landlord has an election, Landlord shall make exercise any election available to it to pay the determination of same over the proper allocation longest period available, in which event only the installment of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Tax due and payable in any year shall be included in Real Property Taxes also do not include any increases for such year, with the installments due and payable in the taxesyear the Term commences or ends prorated on a daily basis, assessmentsprovided that in the case of special or area assessments for capital improvements where there is no such election available to Landlord, chargesTenant may at its election require the same to be treated as if there were such assessment, excises and levies assessed against together with interest thereon at the Project due solely Amortization Interest Rate, to be amortized on a level payment basis over a period equal to the construction lesser of (y) twenty (20) years, or installation of tenant improvements or other alterations by tenants (z) the reasonably estimated practical useful life of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingimprovement.

Real Property Taxes. TaxesIn accordance with Article 4 hereof, Tenant agrees to reimburse Landlord for all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes, commercial rent taxes and charges any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments and any and all assessments under any covenants, conditions and restrictions affecting the Premises (collectively "Real Property Taxes") which may be now or hereafter levied or assessed uponagainst the Premises applicable to the period from the Commencement Date, until the expiration or sooner termination of this Lease. Real Property Taxes shall include, by way of illustration but not limitation, the following: (a) any tax on Landlord's "right" to rent or "right" to other income from the Premises or as against Landlord's business of leasing the Premises; (b) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax; (c) any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the Rent payable by Tenant hereunder, including, without limitation, any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such Rent, or upon or with respect toto the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant and of the ProjectPremises; (d) any assessment, tax, fee, levy or charge upon this transaction or any personal property document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and/or (e) any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or system (including assessment districts) instituted within the geographic area of which the Premises make a part. Real Property Taxes shall not include (1) net income taxes of Landlord used in or the operation thereof or located therein, or Landlord's owner of any interest in the Project Building, (2) franchise, capital stock, gift, estate or such personal propertyinheritance taxes, by (3) any federal, state or local entitydocumentary taxes imposed against the Property or any portion thereof or interest therein, including: or (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv4) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fineslate fees, interest or charges penalties incurred due for late payment to Landlord’s failure to pay any reimbursable portion of Real Property Taxes by Landlordas and when due. If All Real Property Taxes for the tax year in which the Commencement Date occurs and for the tax year in which this Lease terminates shall be apportioned and adjusted so that Tenant shall not be responsible for any Real Property Taxes are payable, for a period of time occurring prior to the Commencement Date or may at subsequent to the option expiration of the taxpayer be paid, in installments, such Term. Tenant shall pay Real Property Taxes shall, together as part of CAM Costs in accordance with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the BuildingArticle 4; provided, however, that if Tenant, at its sole cost and expense, shall have the right, (a) to pay any Tenant contested amounts to Landlord under protest and (b) with Landlord's reasonable cooperation, to contest any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants Tax assessment of the BuildingProperty and/or bring suit in any court of competent jurisdiction to seek to recover from the governmental authority the amount of any such taxes and assessments that Tenant believes were incorrectly assessed against the Premises.

Real Property Taxes. TaxesTenant shall pay, as additional rent, its share (as defined in Paragraph 1) of all Real Property Taxes including all taxes, assessments (general and special) and other impositions or charges now which may be taxed, charged, levied, assessed or hereafter levied imposed with respect to any calendar year or assessed uponpart thereof included within the term upon all or any portion of or in relation to the Project or any portion thereof, any leasehold estate in the Premises or measured by rent from the Premises,. “Real Property Taxes” shall also include any form of assessment, levy, penalty, charge or tax (other than estate, inheritance, net income or franchise taxes) imposed by any authority having a direct or indirect power to tax or charge, including, without limitation, any city, county, state, federal or any improvement or other district, whether such tax is: (1) determined by the area of the Project or the rent or other sums payable under this Lease; (2) upon or with respect to, the Project, to any legal or any personal property equitable interest of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessmentspart thereof; (ii3) charges, fees upon this transaction or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits any document to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments which Tenant is a party creating a transfer in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space interest in the Project; (v4) any other tax, fee in lieu of or excise, however described, that may be levied or assessed as a direct substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income part of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, addition to any Real Property Taxreal property taxes on the Project; (B5) Impositions based on any parking spaces or parking facilities provided in the Project; or (6) in consideration for services, such as police protection, fire protection, street, sidewalk and all similar amounts payable roadway maintenance, refuse removal or other services that may be provided by tenants of the Project under their leases; and any governmental or quasi-governmental agency from time to time which were formerly provided without charge or with less charge to property owners or occupants. Tenant shall pay Tenant’s share (Cas defined in Paragraph 1) penalties, fines, interest or charges due for late payment of Real Property Taxes Tax cost on the date any taxes or installments of taxes are due and payable as determined by the taxing authority, evidenced by the tax xxxx. Landlord shall determine and notify Tenant of Tenant’s share not less than thirty (30) days in advance of the date such taxes or installment of taxes is due and payable. In the event Landlord fails to deliver such timely determination and notice to Tenant, then Tenant shall have thirty (30) days from receipt of such notice to remit payment of Tenant’s share to Landlord. If any Real Property Taxes are payableThe foregoing notwithstanding, or may at the option upon notice from Landlord, Tenant shall pay as additional rent Tenant’s share to Landlord in advance monthly installments equal to one twelfth (1/12) of Landlord’s reasonable estimate of Tenant’s share of the taxpayer be paid, in installments, such Real Property Estate Taxes shallpayable under this Lease, together with any interest that would otherwise be payable with such installmentmonthly installments of base rent, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, and Landlord shall make hold such payments in a non-interest bearing account. Landlord shall determine and notify Tenant of any deficiency in the determination impound account Tenant shall pay any deficiency of funds in the impound account not less than thirty (30) days in advance of the proper allocation date such taxes or installment of taxes is due and payable. In the event Landlord fails to deliver such timely deficiency determination and notice to Tenant, then Tenant shall have thirty (30) days from receipt of such Real Property Taxes based, notice to the extent possible, upon records remit payment of the taxing authority and, if not so availablesuch deficiency to Landlord If Landlord determines that Tenant’s impound account has accrued an amount in excess of Tenant’s share, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes excess shall be equitably prorated in credited to Tenant within said notice from Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. Tenant shall pay directly to the charging authority Tenant's Share of all Real Property Taxes (as hereinafter defined) which become due during the Lease term. If Landlord is required to make such payments because Tenant fails to do so, such payments shall be reimbursed by Tenant to Landlord promptly on demand, as Additional Rent in accordance with Paragraph 4.2 hereof. The term "Real Property Taxes" as used herein shall mean (1) all taxes, assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and charges any increases resulting from reassessments caused by any change in ownership of the Property) now or hereafter imposed by any governmental or quasi-governmental authority or special 105 or community facilities district having the direct or indirect power to tax or levy assessments, which are levied or assessed uponagainst, or with respect toto (a) the value, occupancy, ownership or use of, all or any portion of the ProjectProperty (as now constructed or as may at any time hereafter be constructed, altered, or any personal property of Landlord used in the operation thereof or located therein, otherwise changed) or Landlord's interest therein; (b) any improvements located on the Property (regardless of ownership); (c) the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of the Property; (d) the gross receipts, income and rentals from the Property, or (e) the use of public utilities or energy in the Project or such personal property, by any federal, state or local entity, including: Buildings; (i2) all real property taxes and general and special assessments; (ii) charges, levies or fees in the nature of a tax or assessments for transit, housing, day care, open space, art, police, fire assessment imposed by reason of environmental regulation or other governmental services control of the Property; (3) excise, transaction, sales, privilege or benefits other taxes now or hereafter imposed upon Landlord as a result of this Lease; and (4) all costs and fees (including attorneys' fees) incurred by Landlord in contesting any Real Property Taxes and in negotiating with public authorities as to any Real Property Taxes, but only to the Project, including assessments, taxes, fees, levies and charges imposed extent of savings realized by governmental agencies for such purposes Tenant as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments a result thereof. If at any time during the Lease term the taxation or assessment of the Property prevailing as of the Commencement Date shall be altered so that in lieu of taxes; or in addition to any Real Property Taxes described above there shall be levied, assessed or imposed (ivwhether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) any taxan alternate, fee substitute or excise additional tax or charge (a) on the value, use or occupancy of the Property or Landlord's interest therein; (b) on or measured by the gross receipts, income or rentals from the Property; (c) on Landlord's business of leasing the Property; or (d) computed in any part manner with respect to the operation of the ProjectProperty, then any such tax or on rent for space in the Project; (v) any other tax, fee or excisecharge, however describeddesignated, that may shall be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other included within the meaning of the term "Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest". Notwithstanding the foregoing, determine or reduce the term "Real Property Taxes. Real Property Taxes do " shall not include: (A) franchiseinclude estate, transferinheritance, inheritance gift or capital stock taxes, franchise taxes of Landlord or income taxes measured by the federal or state net income of Landlord tax imposed on Landlord's income from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. Taxes, assessments and charges now or hereafter ------------------- levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' , and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. For purposes of this Lease, "Real Property Taxes" shall consist of all real estate taxes, assessments leasehold excise taxes and charges now or hereafter levied or assessed uponall other taxes relating to the Building, or with respect to, the Common Areas and/or the Project, or any personal property of Landlord used in the operation thereof or located thereinas applicable, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property other taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments which may be levied in lieu of real estate taxes; (iv) any tax, fee all assessments, local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and improvements or excise on the use amounts necessary to be expended because of governmental orders, whether general or occupancy special, ordinary or extraordinary, unforeseen as well as foreseen, of any part kind and nature for public improvements, services, benefits, or any other purpose, which are assessed, levied, confirmed, imposed or become a lien upon the Building or any portion of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute forProperty and/or the Common Areas, or as an addition to, become payable during the Term (or which become payable after the expiration or earlier termination hereof and are attributable in whole or in partpart to any period during the Term hereof), together with all costs and expenses incurred by Landlord in successfully contesting, resisting or appealing any other such taxes, rates, duties, levies or assessments, "Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) " shall exclude any franchise, transferestate, inheritance or capital stock taxessuccession transfer tax of Landlord, or income taxes measured by any federal or state income, profits or revenue tax or charge upon the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if at any Real Property Taxes are imposed time during the Term there is levied or increased due assessed against Landlord a federal, state or local tax or excise tax on rent, or any other tax however described on account of rent or gross receipts or any portion thereof, Tenant shall pay one hundred percent (100%) of the Tenant's Share of any said tax or excise applicable to Tenant's Rent as Additional Rent. Initials: Together with each payment of Rent to Landlord commencing and prorated as of the Commencement Date through the balance of the Term, Tenant shall pay to Landlord one-twelfth (1/12th) of the prior calendar year’s real property taxes and assessments with respect to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant Premises and any other tenants one-twelfth (1/12th) of the Buildingthen current calendar’s year’s association assessments and fees (if any) with respect to the Premises each month. Subject to such payment, Landlord shall pay such taxes, assessments and fees to the respective taxing authority and office association. In addition, Tenant shall pay all personal property taxes with respect to any property of Tenant or any subtenant in or upon the Premises prior to delinquency and directly to the respective taxing authority on or before the last day upon which the same may be paid without interest or penalty, and Tenant shall deliver to Landlord reasonable documentation evidencing Tenant’s compliance with the foregoing payment obligations.

Real Property Taxes. TaxesAll general property and improvement taxes and all forms of assessment, assessments and charges now special assessment or hereafter levied reassessment, license fee, license tax, business license tax, commercial rental tax, in lieu tax, levy, charge, penalty (to the extent not imposed as a result of Landlord's negligence) or assessed uponsimilar imposition, imposed by any authority having the direct power to tax, including any city, county, state or with respect to, the Projectfederal government, or any personal property school, agricultural, lighting, drainage or other improvement or special assessment district thereof, or any agency or public body, as against any legal or equitable interest of Landlord used in the operation thereof Premises and all improvements thereon and thereto as they presently exist or located thereinas they may be expanded, developed, constructed or altered from time to time, including but not limited to: (i) any tax on Landlord's interest in rent, right to rent or other income from the Project Premises or such personal propertyas against Landlord's business of leasing the Premises, by any but specifically excluding Landlord's federal, state or local entitycity income, including: (i) all real property taxes and general and special assessmentsfranchise, corporate, personal property, stock transfer, revenues, inheritance or estate taxes; (ii) chargesany assessments, fees taxes, fees, levies or assessments charges in addition to, or in substitution, partially or totally, for transitany assessment, housingtax, day carefee, open spacelevy or charge previously included within the definition of real property tax before adoption of Proposition 13 by the voters of the State of California in the June 1978 election, art, police, fire or other governmental services or benefits to the Project, including it being acknowledged by Tenant and Landlord that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes services as fire protection, street, sidewalk, road, utility construction sidewalk and road maintenance, refuse removal and for other governmental servicesservices that were before Proposition 13 provided without charge to property owners or occupants; and (iii) service payments in lieu of taxes; (iv) any assessment, tax, fee fee, levy or charge upon this transaction or any document to which Tenant is a party which is imposed on the creation or transfer of an interest or an estate in the Premises. It is the intention of Tenant and Landlord that all new and increased assessments, taxes, fees, levies and charges, and all similar assessments, taxes, fees, levies and charges be included within the definition of Real Property Taxes for the purposes of this Lease. Real Property Taxes for the first year of the Term shall be calculated as if the Premises and related improvements were fully assessed. If at any time during the Term the laws concerning the methods of real property taxation prevailing at the commencement of the Lease Term are changed so that a tax or excise on the use rents or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are is levied or assessed against Landlord as a substitute for, substitution in whole or in partpart for any real property taxes, then Real Property Taxes shall include, but not be limited to, any Real Property Tax; (B) Impositions and all similar amounts payable such assessment, tax, fee, levy or charge allocable to or measured by tenants the area of the Project Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof. With respect to any assessments that may be levied against or upon the Premises and that under their leases; and (C) penaltiesthe laws then in force may be evidenced by improvement or other bonds, finesor may be paid in annual installments, interest or charges due for late payment there shall be included within the definition of Real Property Taxes by Landlord. If with respect to any Real Property Taxes are payabletax fiscal year only the amount currently payable on such tax, bond or may at assessment, including interest, for such tax fiscal year or the option of the taxpayer be paid, in installments, current annual installment for such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingfiscal year.

Real Property Taxes. Taxes, assessments and charges now or ------------------- hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' , and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. TaxesAs Additional Rent and in accordance with Paragraph 4.E of this Lease, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property Tenant shall pay to Landlord Tenant's Share of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by that accrue during the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions Lese Term and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of which constitute Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes pertaining to the BuildingComplex. This obligation shall survive the expiration or earlier termination of this Lease, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to by the construction or installation of tenant improvements County Assessor or other alterations in governmental authority for the Buildingperiod of time constituting the Lease Term, whether or not Landlord is billed for the same during the Lease Term. Tenant shall pay such Real Property Taxes when they are ultimately billed, in accordance with Paragraph 4.E. The term "Real Property Taxes," as used herein, shall mean (i) all taxes, assessments, levied and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any new improvements now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of the Complex (as not constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein; any improvements located within the Complex (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Complex; or parking areas, public utilities, or energy within the Complex; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Complex; and (iii) all costs and fees (including attorneys' fees) incurred by Landlord in protesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax, but only if Tenant has requested Landlord to contest such taxes. If at any time during the term of this Lease the taxation or assessment of the Complex prevailing as to the commencement date of this Lease shall be equitably prorated altered to that in lieu or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Complex, or Landlord's reasonable judgment between Tenant and interest therein or (ii) on or measured by the gross receipts, income or rentals from the Complex, on Landlord's business of leasing the Complex, or computed in any other tenants manner with respect to the operation of the BuildingComplex, then any such tax or charge, however designated, shall be included within the meaning of the term "Real Property Taxes" for purposes of the Lease. If any Real Property Tax is based upon property or rents unrelated to the Complex, then only that part of such Real Property Tax that is fairly allocable to the Complex shall be included within the meaning of the term "Real Property Taxes." Notwithstanding the foregoing, the term "Real Property Taxes" shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord's income from all sources.

Real Property Taxes. TaxesTenant agrees to pay all general and special real property taxes, assessments, liens, bond obligations, license fees or taxes, commercial rent taxes and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments and charges any and all assessments under any covenants, conditions and restrictions affecting the Premises (collectively “Real Property Taxes”) which may be now or hereafter levied or assessed uponagainst the Premises applicable to the period from the Commencement Date, until the expiration or with respect tosooner termination of this Lease. Real Property Taxes shall include, by way of illustration but not limitation, the Projectfollowing: (a) any tax on Landlord’s “right” to rent or “right” to other income from the Premises or as against Landlord’s business of leasing the Premises; (b) any assessment tax, fee, levy or charge in substitution, partially or totally, of any personal assessment, tax, fee, levy or charge previously included within the definition of real, property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of Landlord used the State of California in the operation thereof or located thereinJune, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes 1978 election and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes services as fire protection, street, sidewalk, road, utility construction sidewalk and road maintenance, refuse removal and for other governmental servicesservices formerly provided without charge to property owners or occupants. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of “real property taxes” for the purposes of this Lease; (iiic) service payments any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the Rent payable by Tenant hereunder, including, without limitation, any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such Rent, or upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant and of the Premises; (d) any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and/or (e) any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or system (including assessment districts) instituted within the geographic area of which the Premises make a part, but Real Property Taxes shall expressly exclude, income or franchise taxes, capital stock, inheritance, estate, gift, transfer taxes (including so-called transfer taxes associated with any conveyance), deed stamps, conveyance fees or taxes, impact or development fees, rent, revenue, succession or similar tax levied against Landlord or the Premises or any portion thereof, other business taxes, or any other taxes imposed upon or measured by the Landlord’s income or profits, except to the extent the same shall be imposed in lieu of real estate or other ad valorem taxes; . All Real Property Taxes for the tax year in which this Lease terminates shall be apportioned and adjusted so that Tenant shall not be responsible for any Real Property Taxes for a period of time occurring subsequent to the expiration of the Lease term. Tenant agrees to pay to Landlord the total Real Property Taxes prior to delinquency after Landlord’s presentation to Tenant of a true and correct copy of the tax xxxx. Failure of Tenant to pay to Landlord said Real Property Taxes as and when herein specified shall, in addition to all other rights and remedies of Landlord hereunder, subject Tenant to any fine, penalty, interest, or cost which Landlord may incur as a result thereof, provided that in no event shall Tenant be responsible for any such fine, penalty, interest or cost resulting from Landlord’s failure to present such tax xxxx to Tenant on or prior to the date thirty (iv30) days prior to the due date therefor. If applicable, Tenant shall, within thirty (30) days after demand, reimburse Landlord for any such fine, penalty, interest, or cost, together with interest thereon at the Interest Rate. Landlord agrees to use its commercially reasonable efforts to contest any tax, fee or excise on assessment wholly or partially paid or reimbursed by Tenant to the use or occupancy of any part of same extent as Landlord would contest the Project, or on rent for space in same if Landlord had paid the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, assessment itself. Landlord shall reimburse Tenant for Tenant’s appropriate share of any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured all amounts recovered by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation result of such Real Property Taxes basedcontest after deducting Landlord’s reasonable, to the extent possible, upon records actually-incurred costs of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingcontest.

Real Property Taxes. TaxesAny form of assessment, assessments and charges license, fee, rent tax, levy, interest or penalty (unless a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the value or area of the Project or any part thereof (or any improvements now or hereafter made to the Project or any portion thereof by Landlord, Tenant or other tenants) or the rent and other amounts payable hereunder by Tenant or by other tenants, including any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other amounts due under this Lease; (ii) upon any legal or equitable interest of Landlord in the Project or any part thereof; (iii) upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Project; (iv) levied or assessed uponin lieu of, in substitution for, or with respect in addition to, existing or additional taxes against the ProjectProject whether or not now customary or within the contemplation of the parties; (v) assessed for the purpose of constructing or maintaining or reimbursing the cost of construction of any streets, utilities or other public improvements; (vi) surcharged against the parking area; or (vii) levied upon any personal property of Landlord Landlord, Tenant or other tenants located on or used exclusively in connection with the operation thereof of the Project. Notwithstanding anything to the contrary contained in this Lease, Real Property Taxes shall not include any of the following tax or located therein, assessment expenses: (a) gift taxes of Landlord or Landlord's interest in the Project or such personal property, by any federal, state or local entityincome, including: sales or transfer tax, (ib) all real property taxes penalties and general interest, other than those attributable to Tenant’s failure to comply timely with its obligations pursuant to this Lease, (c) increases in Real Property Taxes (whether increases result from increased rate, valuation, or both) attributable to additional improvements to the Premises unless constructed for Tenant’s primary benefit or for the common benefit of Tenant and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to tenants in the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vid) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option in excess of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that amount which would otherwise be payable with if such installment, be deemed to have been tax or assessment expense were paid in installments, amortized installments over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildinglongest possible term.

Real Property Taxes. “Real Property Taxes” shall mean all ad valorem taxes, assessments (special or otherwise) and charges now other governmental imposts payable with respect to the Land or hereafter the Building, which are levied or assessed upon, by the United States of America or with respect to, the Project, State of Minnesota or any personal property of Landlord used in the operation political subdivision thereof or located therein, or Landlord's interest in the Project or such personal property, by and are due and payable during any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, calendar year included in whole or in part, any other part in the Term. Real Property Taxes; Taxes shall also include reasonable legal fees, costs and (vi) reasonable consultants' and attorneys' fees and expenses disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: , but shall exclude (Aa) franchiseany item included in Operating Expenses; (b) any taxes of the nature payable by Tenant under Article 17 hereof; (c) any net income tax, transferestate tax, gift tax, transfer tax, or inheritance or capital stock tax; (d) a reasonable allocation of such taxes, or income taxes measured by assessments and imposts to the net income Parking Garage (based upon the relative values of Landlord from all sources(i) the Parking Garage, unless any such taxes are levied or assessed against Landlord as a substitute forto (ii) the entire Building, in whole or in part, any Real Property Taxincluding the Parking Garage); (Be) Impositions and all similar any increased amounts payable by tenants of such taxes, assessments or imposts resulting from any agreement with any governmental authority or unit setting a minimum assessed value for the Project under their leases; and (C) penaltiesBuilding or Land, fines, interest or charges due for late payment otherwise fixing the amount of Real Property Taxes payable with respect thereto, except as expressly provided under Section 7.9; (f) any ad valorem taxes allocable to the improvements existing on the Land as of the date of this Lease; (g) any taxes, assessments or imposts levied, pending or constituting a lien against the Building or Land as of the date of this Lease; and (h) assessments (including special assessments), whenever levied, arising out of or in respect of any capital improvement necessary to, or required by Landlordany state or local governmental unit, agency or taxing authority in connection with the initial development or construction of the Building (including any amounts associated with any condemnation proceeding used to obtain control of the Land), or any expansion or enlargement thereof. If any In the case of Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installmentsTaxes, such Real Property Taxes shallas special assessments, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Buildingwhere Landlord has an election, Landlord shall make exercise any election available to it to pay the determination of same over the proper allocation longest period available, in which event only the installment of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Tax due and payable in any year shall be included in Real Property Taxes also do not include any increases for such year, with the installments due and payable in the taxesyear the Term commences or ends prorated on a daily basis, assessmentsprovided that in the case of special or area assessments for capital improvements where there is no such election available to Landlord, chargesTenant may at its election require the same to be treated as if there were such assessment, excises and levies assessed against together with interest thereon at the Project due solely Amortization Interest Rate, to be amortized on a level payment basis over a period equal to the construction lesser of (y) twenty (20) years, or installation of tenant improvements or other alterations by tenants (z) the reasonably estimated practical useful life of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingimprovement.

Real Property Taxes. TaxesAll general property and improvement taxes and all forms of assessment, assessments and charges now special assessment or hereafter levied reassessment, license fee, license tax, business license tax, commercial rental tax, in lieu tax, levy, charge, penalty (to the extent not imposed as a result of Landlord’s negligence) or assessed uponsimilar imposition, imposed by any authority having the direct power to tax, including any city, county, state or with respect to, the Projectfederal government, or any personal property school, agricultural, lighting, drainage or other improvement or special assessment district thereof, or any agency or public body, as against any legal or equitable interest of Landlord used in the operation thereof Premises and all improvements thereon and thereto as they presently exist or located thereinas they may be expanded, developed, constructed or altered from time to time, including but not limited to: (a) any tax on Landlord's interest in ’s rent, right to rent or other income from the Premises or all or any portion of the Project or such personal propertyas against Landlord’s business of leasing the Premises, by any but specifically excluding Landlord’s federal, state or local entitycity income, including: franchise, corporate, personal property, stock transfer, revenues, inheritance or estate taxes; (ib) all any assessments, taxes, fees, levies or charges in addition to, or in substitution, partially or totally, for any assessment, tax, fee, levy or charge previously included within the definition of real property taxes tax before adoption of Proposition 13 by the voters of the State of California in the June 1978 election, it being acknowledged by Tenant and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including Landlord that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes services as fire protection, street, sidewalk, road, utility construction sidewalk and road maintenance, refuse removal and for other governmental servicesservices that were before Proposition 13 provided without charge to property owners or occupants; and (iii) service payments in lieu of taxes; (ivc) any assessment, tax, fee fee, levy or charge upon this transaction or any document to which Tenant is a party which is imposed on the creation or transfer of an interest or an estate in the Premises. It is the intention of Tenant and Landlord that all new and increased assessments, taxes, fees, levies and charges, and all similar assessments, taxes, fees, levies and charges be included within the definition of Real Property Taxes for the purposes of this Lease. Real Property Taxes for the first year of the Term shall be calculated as if the Premises and related improvements were fully assessed. If at any time during the Term the laws concerning the methods of real property taxation prevailing at the commencement of the Lease Term are changed so that a tax or excise on the use rents or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are is levied or assessed against Landlord as a substitute for, substitution in whole or in partpart for any real property taxes, then Real Property Taxes shall include, but not be limited to, any Real Property Tax; (B) Impositions and such assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof. With respect to any assessments that may be levied against or upon the Premises, the Building or all similar amounts payable by tenants or any portion of the Project and that under their leases; and (C) penaltiesthe laws then in force may be evidenced by improvement or other bonds, finesor may be paid in annual installments, interest or charges due for late payment there shall be included within the definition of Real Property Taxes by Landlordwith respect to any tax fiscal year only the amount currently payable on such tax, bond or assessment, including interest, for such tax fiscal year or the current annual installment for such tax fiscal year. If any Notwithstanding anything to the contrary set forth in this Lease, “Real Property Taxes are payableTaxes” shall not include (i) any excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance or may at the option of the taxpayer be paidsuccession taxes, in installmentsestate taxes, such Real Property Taxes shallfederal and state income taxes, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, and other taxes to the extent possibleapplicable to Landlord’s general or net income (as opposed to rents or receipts), (ii) taxes on tenant improvements in any space in the Project based upon records an assessed level in excess of the taxing authority andassessed level for which Tenant is directly responsible under this Lease, if not so availableor (iii) penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments of, and/or to file any tax or informational returns with respect to, any real property taxes, when due. In the event Landlord receives a refund or other return of Taxes (including any award received as a result of Landlord’s successful protest of the amount of Taxes) for which Tenant previously paid, then on an equitable basis. Real Property Taxes also do not include such refunded amount (plus any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely interest corresponding to such amount to the construction or installation of tenant improvements or other alterations by tenants of extent received from the Project other than Tenant and any other tenants or occupants of the Building; providedtaxing authority, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations less Landlord’s costs incurred in the Building, procuring such Real Property Taxes refund) shall be equitably prorated applied to reduce the amount of Taxes for the Lease Year in Landlord's reasonable judgment between which such refunded amount is received prior to calculating the actual Taxes for such Lease Year, or if received after the expiration or earlier termination of this Lease shall be refunded to Tenant and any other tenants within thirty (30) days following receipt of such refund from the Buildingtaxing authority.

Real Property Taxes. TaxesAll general property and improvement taxes and all forms of assessment, assessments and charges now special assessment or hereafter levied reassessment, license fee, license tax, business license tax, commercial rental tax, in lieu tax, levy, charge, penalty (to the extent not imposed as a result of Landlord's negligence) or assessed uponsimilar imposition, imposed by any authority having the direct power to tax, including any city, county, state or with respect to, the Projectfederal government, or any personal property school, agricultural, lighting, drainage or other improvement or special assessment district thereof, or any agency or public body, as against any legal or equitable interest of Landlord used in the operation thereof Premises and all improvements thereon and thereto as they presently exist or located thereinas they may be expanded, developed, constructed or altered from time to time, including but not limited to: (a) any tax on Landlord's interest in rent, right to rent or other income from the Premises or all or any portion of the Project or such personal propertyas against Landlord's business of leasing the Premises, by any but specifically excluding Landlord's federal, state or local entitycity income, including: franchise, corporate, personal property, stock transfer, revenues, inheritance or estate taxes; (ib) all any assessments, taxes, fees, levies or charges in addition to, or in substitution, partially or totally, for any assessment, tax, fee, levy or charge previously included within the definition of real property taxes tax before adoption of Proposition 13 by the voters of the State of California in the June 1978 election, it being acknowledged by Tenant and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including Landlord that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes services as fire protection, street, sidewalk, road, utility construction sidewalk and road maintenance, refuse removal and for other governmental servicesservices that were before Proposition 13 provided without charge to property owners or occupants; and (iii) service payments in lieu of taxes; (ivc) any assessment, tax, fee fee, levy or charge upon this transaction or any document to which Tenant is a party which is imposed on the creation or transfer of an interest or an estate in the Premises. It is the intention of Tenant and Landlord that all new and increased assessments, taxes, fees, levies and charges, and all similar assessments, taxes, fees, levies and charges be included within the definition of Real Property Taxes for the purposes of this Lease. Real Property Taxes for the first year of the Term shall be calculated as if the Premises and related improvements were fully assessed. If at any time during the Term the laws concerning the methods of real property taxation prevailing at the commencement of the Lease Term are changed so that a tax or excise on the use rents or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are is levied or assessed against Landlord as a substitute for, substitution in whole or in partpart for any real property taxes, then Real Property Taxes shall include, but not be limited to, any Real Property Tax; (B) Impositions and such assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof. With respect to any assessments that may be levied against or upon the Premises, the Building or all similar amounts payable by tenants or any portion of the Project and that under their leases; and (C) penaltiesthe laws then in force may be evidenced by improvement or other bonds, finesor may be paid in annual installments, interest or charges due for late payment there shall be included within the definition of Real Property Taxes by Landlord. If with respect to any Real Property Taxes are payabletax fiscal year only the amount currently payable on such tax, bond or may at assessment, including interest, for such tax fiscal year or the option of the taxpayer be paid, in installments, current annual installment for such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildingfiscal year.

Real Property Taxes. The term "Real Property Taxes" means taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (ia) all real property taxes and general general, special, supplemental and special escape assessments; (iib) charges, fees or assessments for transit, public improvements, employment, job training, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental servicesbenefits; (iiic) service payments in lieu of taxes; (ivd) any tax, fee or excise on the use or occupancy of any part of the Project; (e) any tax, assessment, charge, levy or fee for environmental matters, or on rent for space in as a result of the imposition of mitigation measures, such as parking taxes, employer parking regulations or fees, charges or assessments due to the treatment of the Project, or any portion thereof or interest therein, as a source of pollution or storm water runoff; (vf) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vig) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (Ai) franchise, transfer, gift, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leasesTaxes; and (Cii) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

Real Property Taxes. Landlord will pay to the proper taxing authorities, as they become due, all Real Property Taxes applicable to the Real Property and the Adjacent Real Property, and commencing one hundred twenty (120) days following the Early Entry Date, plus any Landlord Delays or any days that Tenant's work on Xxxxxx's Improvements is voluntarily interrupted by Landlord pursuant to Section 2(e)(i) (and in any case no later than the Rent Commencement Date), Tenant will reimburse Landlord for Real Property Taxes imposed on the Real Property during the Lease Term, as it may be extended, as provided in clause (b) below. The term "Real Property Taxes" includes the following to the extent that they are imposed by or payable to a governmental or quasi governmental entity, assessments are a lien or assessment on, are measured by the value of or income from, or are imposed on account of the ownership or operation of, the Real Property and improvements or any interest therein: (i) real property taxes; (ii) possessory interest taxes; (iii) business, license, or use fees, (iv) excises; (v) transit charges; (vi) housing fund assessments; (vii) open space charges; (viii) childcare fees; (ix) school fees; (x) any other assessments, levies, fees, or charges, general and special, ordinary and extraordinary, unforeseen and foreseen (including fees "in-lieu" of any tax or assessment) that are assessed, levied, charged, confirmed, or imposed by any public authority upon the Real Property (including the Premises thereon) or its operations; (xi) all taxes, assessments, or other fees imposed by any public authority on or measured by any Rent or other charges now payable under this Lease, including any gross income tax or hereafter excise tax levied by the local government authority, the federal government, or assessed any other governmental body with respect to receipt of rent, or upon, or with respect to, or by reason of, the Projectpossession, leasing, operation, management, maintenance, Tenant improvement, post Commencement Date alteration, repair, use, or occupancy by Tenant of the Premises or any personal property portion of Landlord used in the operation thereof or located thereinReal Property, or Landlord's on this transaction or any document to which Tenant is a party creating or transferring an interest in the Project Premises or such personal propertyReal Property; and (xii) any tax imposed in substitution, by partially or totally, of any federaltax previously included within the definition or any additional tax, state the nature of which was previously included within the definition, together with the costs and expenses (including attorney fees) of changing any taxes or local entityseeking the reduction in or abatement, including: redemption, or return of any Real Property Taxes imposed on the Real Property during the Term, as it may be extended, but only to the extent of any reduction, abatement, redemption, or return. Notwithstanding any other Lease provision, nothing contained in this Lease will require Tenant to pay (is) all real property taxes and general and special assessmentsany franchise, corporate, succession, estate, or inheritance, transfer, sales, or use tax of Landlord; (iit) chargesany income, fees profits, or assessments revenue tax or charge on or measured by the general or net income of Landlord (as opposed to rents, receipts, or income attributable to operation or ownership of the Real Property); (u) any pre-Commencement Date imposition, fee, cost, expense or payment (whether paid prior to the Commencement Date or imposed prior to the Commencement Date and paid through ongoing installments during the Term), required to obtain the entitlements necessary for transitthe subdivision or resubdivision of the Real Property or Adjacent Real Property, housingthe initial construction or financing of the Shell Improvements or improvements to the Real Property or the Common Area, day careincluding those relating to or arising under any development agreement, open spaceany government permit, art, police, fire or other governmental services approval or benefits agreement, specifically including payment of costs made in connection with any traffic demand management programs or transportation impact mitigation fees imposed prior to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the ProjectCommencement Date; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: applicable to the Adjacent Real Property (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured except as modified by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property TaxAREA); (Bw) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payableapplicable to periods not within the Term, as it may be extended; or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with (x) any interest that would otherwise be payable or penalties imposed in connection with Landlord's failure to pay such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises levies and levies assessed against the Project due solely other charges prior to the construction or installation delinquency (and not caused by a default of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildinghereunder).

Real Property Taxes. TaxesAny form of assessment, assessments and charges license, fee, rent tax, levy, interest or penalty (unless a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the value or area of the Project or any part thereof (or any improvements now or hereafter made to the Project or any portion thereof by Landlord, Tenant or other tenants) or the rent and other sums payable hereunder by Tenant or by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease; (ii) upon any legal or equitable interest of Landlord in the Project or any part thereof; (iii) upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Project; (iv) levied or assessed uponin lieu of, in substitution for, or with respect in addition to, existing or additional taxes against the ProjectProject whether or not now customary or within the contemplation of the parties; (v) assessed for the purpose of constructing or maintaining or reimbursing the cost of construction of any streets, utilities or other public improvements; (vi) surcharged against the parking area; or (vii) levied upon any personal property of Landlord Landlord, Tenant or other tenants located on or used exclusively in connection with the operation thereof of the Project. Notwithstanding anything to the contrary contained in this Lease, Real Property Taxes shall not include any of the following tax or located therein, assessment expenses: (a) gift taxes of Landlord or Landlord's interest in the Project or such personal property, by any federal, state or local entityincome, including: sales or transfer tax, (ib) all real property taxes penalties and general interest, other than those attributable to Tenant’s failure to comply timely with its obligations pursuant to this Lease, (c) increases in Real Property Taxes (whether increases result from increased rate, valuation, or both) attributable to additional improvements to the Premises unless constructed for Tenant’s primary benefit or for the common benefit of Tenant and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to tenants in the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vid) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option in excess of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that amount which would otherwise be payable with if such installment, be deemed to have been tax or assessment expense were paid in installments, amortized installments over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Buildinglongest possible term.

Real Property Taxes. Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) Tenant shall pay all real property taxes and general and special assessments; taxes including Possessory Interest Taxes (iicollectively, “Real Property Taxes”), levied and assessed against the Premises or Facility or any portion thereof. Tenant shall, semiannually, pay the Real Property Taxes not later than the Taxing Authority’s (as defined below) chargesdelinquency date. If, fees or assessments for transitat any time during the Term, housing, day care, open space, art, police, fire or other governmental services or benefits any authority having the power to the Projecttax, including assessmentsany federal, taxesstate or county government or any political subdivision thereof (collectively, fees“Taxing Authority”), levies shall alter the methods and/or standards of taxation and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu assessment against the legal or equitable interests of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space Landlord in the Project; (v) Premises or Facility or any other tax, fee improvements located or excise, however described, that may be levied or assessed as a substitute for, or as an addition toconstructed thereon, in whole or in part, so as to impose a monetary obligation on Landlord in lieu of or in addition to the taxes and assessments in existence as of the date of this Ground Lease, such taxes or assessments based thereon, including: (a) any tax, assessment, excise, surcharge, fee, levy, penalty, bond or similar imposition (collectively, “Impositions”), on Landlord’s right to rental or other income from the Premises or Facility or as against Landlord’s leasing of the Premises, (b) any Impositions in substitution or in lieu, partially or totally, of any Impositions assessed upon real property prior to any such alteration, (c) any Impositions allocable to or measured by the area of the Facility and/or Premises or the rental payable hereunder, including any Impositions levied by any Taxing Authority with respect to the receipt of such rental or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant or any subtenant of the Premises or Facility or any portion thereof, (d) any Impositions upon this lease transaction or any document to which Tenant is a party which creates or transfers any interest or estate in or to the Facility and/or Premises or any portion thereof, or (e) any special, unforeseen or extraordinary Impositions which, although not specifically described above, can fairly be characterized as a real property tax or a substitute for real property tax, shall be considered as Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property TaxesTaxes for the purposes of this Ground Lease. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; providedexclude, however, that all general income taxes, gift taxes, inheritance taxes and estate taxes, if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Buildingany, such Real Property Taxes shall be equitably prorated in owed by Landlord's reasonable judgment between Tenant and any other tenants of the Building.