Common use of Real Property Taxes Clause in Contracts

Real Property Taxes. Tenant agrees to pay to the Landlord throughout the term of this Lease, Tenant's Proportionate Share of all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notification.

Real Property Taxes. Tenant agrees to pay to the Landlord throughout the term of this Leaseall general and special real property taxes, Tenant's Proportionate Share of all real estate assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and all any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes or assessments (collectively "Real Property Taxes") which may be levied or assessed by any lawful authority against Landlord the Premises applicable to the period from the Commencement Date until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the Premises as a separate tax parcel, then Tenant shall pay Tenant's pro rate share of all Real Property Taxes which may be levied or assessed by any lawful authority against the local land and improvements of the separate tax authorities and other governmental agenciesparcel in which the Premises is located. Tenant's proportionate pro rate share under such circumstances shall be apportioned according to the floor area of the Premises as it relates to the total leasable floor area of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. 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 for a period of time occurring prior to the Rent Commencement Date or subsequent to the expiration of the Term. The amount to be paid pursuant to the provisions of this Section 10.1 shall be paid monthly in advance as part of Tenant's Monthly Operating Expense Charge as estimated by Landlord based on the most recent tax bills and estimates of reappraised values (if reappraisal is to occur), commencing with the month (or partial month on a prorated basis if such be the case) that the Commencement Date occurs. The initial estimated monthly charge for Tenant's share of real estate taxes Real Property Taxes is included in the Monthly Operating Expense Charge as provided in Section 4. If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Project is located, a tax or excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of rent payable to Landlord hereunder or any tax based on or measured by expenditures made by Tenant on behalf of Landlord, such tax or excise shall be fifty (50%) percent considered "Real Property Taxes" for purposes of any increase over the base year which this Section 10.1, and shall be 1995payable in full by Tenant. Tenant will pay its proportionate share of real estate At Landlord's option, such taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant or excises shall pay said additional rent to Landlord be payable monthly in advance on an estimated basis as provided in this Section 10.1 or shall be payable within thirty ten (3010) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part Tenant's receipt of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received xxxx therefor from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationLandlord.

Real Property Taxes. From and after the Rent Commencement Date only, Tenant agrees to pay an amount equal to the full value of Real Property Taxes levied upon the Land and the Premises as would otherwise be due from a non-exempt owner before the later of (i) thirty (30) days following Tenant’s receipt of the tax invoice, of (ii) the date such taxes would be delinquent. Landlord throughout shall ensure that the term Land will be assigned separate assessor parcel numbers and will not be assessed as part of this Lease, Tenant's Proportionate Share of all any other real property owned by Landlord or other parties. “Real Property Taxes” means real estate taxes levied or assessed against the Premises and all assessments which the Land as finally determined to be legally payable by legal proceedings after taking into account any available discount, excluding any interest or penalty for late payment. The term “Real Property Taxes” as used in this Lease shall be deemed to exclude any transfer, gift, succession, mortgage, capital stock, corporation, income or profit taxes, or Landlord’s gross profit tax, or any special assessment(s) for highway, street, or traffic control improvements, for sanitary or storm sewers, for utilities, or for other off-site improvements in connection with the development of the Premises where the work in connection with such off-site improvements shall have been commenced on or before the Commencement Date, or for any income, franchise, corporate, personal property, capital levy, capital stock, gross receipts, excess profits, transfer, revenue, estate, inheritance, gift, devolution or succession tax payable by Landlord, or any other tax or assessment upon, or measured by, the rent payable by Tenant hereunder. If any tax or assessment may be levied against paid in installments under applicable laws, only the current annual installment for such tax or assessment shall be included within the meaning of the term “Real Property Taxes.” If Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share shall actually receive a refund of real estate taxes shall be fifty (50%) percent of charges for any increase over the base tax year in which shall be 1995. Tenant will pay has paid its proportionate share of real estate taxes after the end charges, Landlord shall refund Tenant’s proportionate share of each calendar year Landlord when the Landlord delivers such refund to Tenant a computation Tenant, and this provision shall survive termination of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995this Lease. Tenant shall pay said additional rent have the right to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes contest Real Property Taxes so long as Tenant indemnifies Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include from any liability as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion result thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notification.

Real Property Taxes. Tenant agrees will pay, as additional rent, Sixteen and Seven- Tenths Percent (16.7%) of all real property taxes and general and special assessments. ("Real Property Taxes") levied and assessed against the Premises, the Building, the land underlying the Building, any legal or equitable interest of Landlord in the building and the land underlying the Building, and any portion of such Building, land or legal or interest, prorated during the first and last years of the Term so that Tenant pays only for those days actually within the Term, plus one hundred percent (100%) of all Real Property Taxes and general and special assessments, and one hundred percent (100%) of any increased Real Property Taxes in Lease years subsequent to the year in which such general or special assessments are made, which are caused by or attributable to Tenant's Improvements and any Subsequent Alterations to the Premises made by Tenant, all of which shall be considered "Tenant's Percentage Share" of Real Property Taxes. Periodically, Landlord will notify Tenant of the amount of Real Property Taxes and provide Tenant with a copy of the tax bill, and Tenant will pay Tenant's Percentage Share to Landlord not later than ten (10) days after the Landlord presents the Real Property Tax bill to the Tenant. Landlord shall be obligated to pay all Real Proxxxxy Taxes levied or assessed against the Premises prior to the Landlord throughout delinquency date thereof. For purposes of this Section, Real Property Taxes means and includes all taxes and assessments assessed, imposed or levied during any fiscal tax year which occurs wholly or partially during the term Term of this Lease, Tenant's Proportionate Share of all real including taxes, assessments and reassessments which are special, unforeseen, or extraordinary as well as those which are regular, foreseen or ordinary, and including any transfer tax, license or permit fee, commercial rental tax, utility tax, improvement bond or bonds, levy or tax (other than inheritance or estate taxes and all assessments which may be levied against tax) imposed by any authority having the direct or indirect power to tax, including any city, county, state, or federal government, or any school, agricultural, sanitary, fire, street, drainage, transit, or other improvement district thereof. If any governmental authority imposes, assesses, or levies a tax on rent or any other tax upon Landlord by as a substitute in whole or in part for any Real Property Tax or assessment, the local substitute tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty deemed to be an increase in Real Property Tax and shall be deemed to have been levied and assessed against the Premises, to the extent of the amount allocable thereto. The term Real Property Tax shall also include any tax, fee, levy, assessment, or charge (50%i) percent in substitution of or in addition to, partially or totally, any tax, fee, levy, assessment, or charge included in this Section in the definition of Real Property Tax, (ii) the nature of which was included within the definition of Real Property Tax, (iii) which is imposed by reason of this transaction, any modifications or changes hereto, or any transfers hereof, including without limitation those related to any loss of or change in Landlord's status as a nonprofit public benefit corporation under the laws of the State of California, or (iv) which is imposed directly, solely or partially as a result of any increase over loss of or change in Landlord's status as a nonprofit public benefit corporation under the base year which shall be 1995laws of the State of California. If Landlord is required to impound Real Property Taxes on a periodic basis during the Term, Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent Real Property Taxes to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include in accordance with all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationrequirements.

Real Property Taxes. Tenant agrees shall also pay at least 20 days before delinquent any and all real estate taxes, as defined in Section 12.3, assessed or imposed, or which become a lien upon or become chargeable against or payable in connection with the Premises. Within three business days of such payment, Tenant shall provide Landlord evidence of such payment in a form reasonably acceptable to Landlord. In the event that the Premises are not separately assessed, Tenant shall pay an equitable proportion of the real estate taxes and assessments for all the land and improvements included within the tax parcel(s) assessed, such proportion shall be determined by Landlord from the respective valuations assigned in the Assessor’s worksheets and such other information as is reasonably available to Landlord, including the Landlord throughout Building and any special improvements constructed for the benefit of Tenant. Real estate taxes for the last year of the term of this Lease, Tenant's Proportionate Share Lease shall be prorated between Landlord and Tenant as of all real estate taxes and all the expiration date of the term. With respect to any assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based or upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For Premises, or which under the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water laws then in force may be evidenced by improvement or other bonds and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in annual installments) , only the amount of such annual installment, with appropriate proration for any partial year, and interest thereon, shall be included within a computation of taxes and assessments levied against the Premises. To the extent tax bills are not otherwise delivered to Tenant and such tax bills are delivered to Landlord, at least 60 days prior to the applicable delinquency date, Landlord will provide Tenant with written notice detailing the amount and due date of each real estate tax Tenant is required to pay pursuant to this Section 12.2. In the event that Tenant incurs a late charge on the payment of the Base Monthly Rental or fails to pay the real property taxes within 20 days before delinquent, Landlord may estimate the current real property taxes, and require that such taxes be paid in advance to Landlord by Tenant monthly in advance with the payment of the Base Monthly Rental. Such monthly payment shall be equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which shall or may, during such installment becomes delinquent. When the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection withactual amount of the applicable tax xxxx is known, the use, occupancy or possession amount of or become due and payable out of, or for, such equal monthly advance payments shall be adjusted as required to provide the entire demise premises or any part thereof, and all costs incurred funds needed to pay the applicable taxes. If the amount collected by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise is insufficient to protest pay such real estate taxes so long when due, Tenant shall pay Landlord, upon demand, such additional sum as Landlord is contesting or negotiating necessary. Upon receipt of the same with full amount of the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxestaxes for such period, any inheritanceLandlord shall, if practicable, pay such real estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or taxes before they are delinquent. Advance payments may be imposed upon Landlordintermingled with other moneys of Landlord and shall not bear interest. In the event of a breach by Tenant in the performance of its obligations under this Lease, then any such advance payments may be treated by Landlord as an additional security deposit; provided, however, to the extent that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on Landlord applies such payments to anything other than real estate as suchtaxes, there then Landlord shall be levied, assessed or imposed (a) a tax on the rents received from promptly give Tenant notice of such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationapplication.

Real Property Taxes. Tenant agrees to pay to Landlord, prior to delinquency, all "taxes applicable to the Landlord throughout Property," which shall include taxes, assessments, bonds and other charges imposed by any government entity on The Property, any special assessments imposed on The Property for the term construction or improvement of public works for the benefit of The Property, and any tax, fee, or excise levied, assessed, and/or based on rent, on the square footage of The Property, on the act of entering into this Lease, or on Tenant's Proportionate Share occupancy, or any other tax, fee, or excise, however described, in substitution or in addition to taxes applicable to The Property, including, without limitation, a so-called value added tax; provided, however, that Tenant shall not be required to pay any municipal, county, state, or federal income or franchise taxes of all real estate Landlord or transfer taxes and all of Landlord. With respect to any assessments which may be levied against Landlord or on The Property and which under the laws then in force may be evidenced by the local tax authorities and improvement or other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which bonds or may be paid in annual installments) which , there shall or maybe included within the definition of "taxes applicable to The Property," with respect to any tax fiscal year, during only the Lease term, be levied, current annual installment for such tax fiscal year. In the event The Property is not separately assessed, imposedthen the taxes, become due assessments and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained other charges shall be construed apportioned upon the ratio of total number of square feet in The Property to include as the total number of square feet in all offices in The Building. Within a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any reasonable time after the date hereof Landlord receives each tax xxxx covering The Property, Landlord shall notify Tenant in writing of the methods of taxation following: (1) the total taxes applicable to The Property for the tax fiscal year in question; and (2) the basis for calculating the taxes applicable to The Property. Tenant's liability to pay taxes applicable to The Property shall be altered so that prorated on the basis of a 365-day year to account for any fractional portion of a tax fiscal year included in lieu of the term at its commencement and expiration. After expiration or as a substitute for the whole or any part termination of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the liketerm, Tenant shall be responsible pay to Landlord, immediately on demand, the amount remaining unpaid toward Tenant's obligation to pay taxes applicable to The Property for and the partial tax fiscal year included in the term at its end, or Landlord shall pay such tax, excise and/or assessment, or to Tenant any excess amounts Tenant shall reimbursed have paid to Landlord for such last tax fiscal year included in the amount thereofterm at its end, as the case may be, after provided Tenant has received thirty (30) days' written notificationis not in default.

Real Property Taxes. Tenant agrees to pay to the Landlord throughout the term As Additional Rent and in accordance with Paragraph 4.D (Rent: Additional Rent) of this Lease, Tenant's Proportionate Share Tenant shall pay to Landlord, monthly in advance or as they become due pursuant to statements submitted by Landlord, Xxxxxx’s proportionate share, or other equitable basis, as calculated by Landlord, of all Real Property Taxes relating to the Premises accruing with respect to the Premises commencing on the Lease Commencement Date and throughout the Lease Term and the extended Lease Term (if any). The term “Real Property Taxes” shall also include supplemental taxes related to the period of Tenant’s Lease Term whenever levied, including any such taxes that may be levied after the Lease Term has expired. Landlord may require Tenant to pay to Landlord said taxes, (i) monthly in advance or (ii) as they become due, pursuant to statements submitted to Tenant by Landlord. Landlord may choose to have Tenant pay said real estate taxes directly to the Tax Collector, then in such event it shall be the responsibility of Tenant to obtain the tax and assessments bills and pay, prior to delinquency, the applicable real property taxes and assessments pertaining to the Premises, and failure to receive a bill for taxes and/or assessments shall not provide a basis for cancellation of or non responsibility for payment of penalties for nonpayment or late payment by Tenant. In any event, it shall be Tenant’s responsibility to obtain directly from the Tax Assessor all assessments which may be levied against Landlord supplemental tax notices and related supplemental tax bills related to alterations and/or improvements to the Building and process the same in a timely manner as required by the local tax authorities and other governmental agenciesTax Assessor. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent Landlord will use commercially reasonable efforts to provide Tenant copies of any increase over supplemental notices and/or tax bills Landlord actually receives; however, any failure of Landlord to provide any such supplemental notices and/or tax bills shall not be considered a default by Landlord under the base year which Lease, and Landlord shall not be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share liable in such event for the prior calendar year based upon the base year payment of 1995late penalties and/or Tenant’s loss of right to appeal any such supplemental assessments. Tenant The term “Real Property Taxes,” as used herein, shall pay said additional rent to Landlord within thirty mean (30x) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) levies and other governmental impositions and charges of every any kind and or nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof unforeseen (including all installments of principal and interest required to pay any interest on amounts general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Premises) 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 Single Tenant/Single Parcel Initial: [***] against, or with respect to the value, occupancy or use of, all or any portion of the Parcel (as now constructed or as may at any time hereafter be paid in installmentsconstructed, altered, or otherwise changed) which shall or may, that accrue and/or occur during the Lease termTerm or Landlord’s interest therein; any improvements located within the Parcel (regardless of ownership); the fixtures, be leviedequipment and other property of Landlord, assessedreal or personal, imposedthat are an integral part of and located on the Parcel; or parking areas, become due and payablepublic utilities, or liens uponenergy within the Parcel; (y) all charges, levies or arising in connection with, fees imposed by reason of environmental regulation or other governmental control of the use, occupancy or possession of or become due Parcel and payable out of, or for, the entire demise premises or any part thereof, (z) all reasonable costs and all costs fees (including reasonable attorneys’ fees) incurred by Landlord in reasonably contesting or any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. Notwithstanding anything to the same with governmental authoritycontrary herein, [***]. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same Each party shall coordinate their appeal with the governmental authorityother. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, If at any time after during the date hereof Lease Term the methods taxation or assessment of taxation the Parcel and/or improvements thereon prevailing as of the Lease Commencement Date shall be altered so that in lieu of or as a substitute for the whole or in addition to any part of the taxes now levied, assessed or imposed on real estate as such, Real Property Tax described above there shall be levied, assessed or imposed (awhether by reason of a change in the method of taxation or assessment and/or creation of a new tax or charge, or any other cause) a an alternate or additional tax or charge (1) on the rents received from such real estatevalue, use or occupancy of the Parcel or Landlord’s interest therein or (b2) a license fee on or measured by the rents receivable by Landlord gross receipts, income or any portion thereofrentals from the Parcel, on Landlord’s business of leasing the Parcel, or (c) a computed in any manner with respect to the operation of the Parcel, then any such tax or license fee imposed charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon Landlord which property or rents unrelated to the Parcel, then only that part of such Real Property Tax that is otherwise measured by or based equitably allocable to the Parcel shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding anything to the contrary in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing the term “Real Property Taxes” shall not include estate, inheritance, gift or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to franchise taxes of Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, federal or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationstate net income tax imposed on Landlord’s income from all sources.

Real Property Taxes. Any form of assessment, license, fee, rent tax, levy, penalty (if 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 area of the Premises or any part thereof or the rent and other sums payable hereunder by Tenant agrees 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 pay to the Landlord throughout the term receipt of such rent or other sums due under this Lease, Tenant's Proportionate Share (ii) upon any legal or equitable interest of all real estate taxes and all assessments which may be levied against Landlord by in the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises Premises or any part thereof; (iii) 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, and all costs incurred in substitution for, or in addition to, existing or additional taxes against the Premises whether or not now customary or within the contemplation of the parties; or (v) surcharged against the Parking Area. To the extent that Landlord receives during any calendar year any rebate or refund of Real Property Taxes assessed against the Project, the Real Property Taxes for such year shall be reduced by Landlord in contesting the amount of such rebate or negotiating the same with governmental authorityrefund received by Landlord. Tenant hereby waives Real Property Taxes shall not include any right it may have penalties, interest or late charges caused by statute or otherwise Landlord’s failure to protest real estate taxes timely pay any Real Property Taxes so long as Landlord is contesting or negotiating Tenant timely pays to its share of Real Property Taxes pursuant to Paragraph 15. Notwithstanding anything to the same with the governmental authority. Nothing herein contained contrary herein, “Real Property Taxes” shall not include and tenant shall not be construed required to include as a tax which shall be the basis of real estate taxes, pay any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that assessment expense or any increase therein (i) levied on Landlord’s rental income, unless such tax or assessment expense is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part real property taxes; (ii) in excess of the taxes now levied, assessed amount which would be payable if such tax or assessment expense were paid in installments over the longest possible term; or (iii) imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on land and improvements other than the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationProject.

Real Property Taxes. Tenant agrees shall pay all real property --- ------------------- taxes on the Property (including any fees, taxes or assessments against, or as a result of, any tenant improvements installed on the Property by or for the benefit of Tenant) during the Lease Term. Such payment shall be made prior to the penalty imposition date of the taxes. Concurrently with the payment, Tenant shall furnish Landlord with satisfactory evidence that the real property taxes have been paid. Landlord shall reimburse Tenant upon demand for any real property taxes paid by Tenant covering any period of time prior to or after the Lease Term, or for which Tenant is not liable pursuant to Section 4.2(e) below, or, at Tenant's election, Landlord shall pay such taxes directly to the taxing authority concurrently with Tenant's payment covered by the same tax xxxx. If Tenant fails to pay the real property taxes when due, Landlord may, after ten (10) days notice to Tenant, pay the taxes, and Tenant shall reimburse Landlord throughout for the term amount of this Leasesuch tax payment, Tenant's Proportionate Share including interest and penalties, as Additional Rent plus interest at the annual rate of all real estate taxes ten percent (10%). Landlord and all assessments which may be levied against Landlord by Tenant shall each promptly provide the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent with a copy of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995property tax xxxx received by such party. Tenant shall pay said additional rent have the right, at any time, to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For seek a reduction in the purposes assessed valuation of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the Property or to contest any real property tax or personal property tax to be imposed upon Tenant, provided that Tenant first pays such taxes, under protest if so desired by Tenant. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Property. In that case, Landlord shall join in any proceeding or contest or permit it to be brought in Landlord's name as long as Landlord is not required to bear any cost or incur any liability. Tenant, on final determination of the proceeding or contest, shall promptly pay or discharge any unpaid real property taxes now leviedor personal property taxes determined by any decision or judgment rendered, assessed together with all costs, charges, interest and penalties incidental to the decision or imposed on real estate as such, there shall be levied, assessed judgment. If any contest of taxes with respect to the Property results in a reimbursement by one or imposed (a) a more taxing authorities of some or all of the tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable payments previously made by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition Tenant with respect to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the likeProperty, Tenant shall be responsible for and shall pay entitled to the full amount of such tax, excise and/or assessment, reimbursement that is attributable to taxes arising on or shall reimbursed after the Commencement Date. Landlord hereby appoints Tenant as its agent for the amount thereofpurpose of obtaining information and other data from the county or city assessor with respect to the Property, as the case may be, after Tenant has received thirty (30) days' written notificationand instituting and maintaining any proceeding or contest allowed under this Section.

Real Property Taxes. Tenant To the extent that the Demised Premises is currently or hereafter may be subject to property taxes, Xxxxxx agrees to pay to the Landlord throughout the term of this Lease, Tenant's Proportionate Share of as Additional Rent, any and all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate property taxes, assessments, water and sewer rents levies assessed against the Demised Premises during each tax year, together with all penalties and interest charged (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever“Real Property Taxes”), extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be unless Xxxxxx has paid all such Real Property Taxes in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authorityfull when due. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should Should any governmental taxing authority acting under any existing present or future law, ordinance or regulation, levy, assess assess, or impose a tax, excise and/or 7 assessment (other than an income or franchise tax) upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges or any part of it, payable by Tenant to Landlord whether Landlord, either by way of substitution (in whole or in part) for or in addition to any existing tax on the Demised Premises or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed reimburse Landlord for the amount thereofthereof within thirty (30) days of demand, as the case may be. Reasonable expenses incurred by Landlord in obtaining or attempting to obtain a reduction of any Real Property Taxes shall be added to and included as Additional Rent. Real Property Taxes which are being contested by Landlord shall nevertheless be included for purposes of computing Tenant’s liability hereunder, after but if Tenant has received thirty (30) days' written notificationshall have paid any amount of Additional Rent pursuant to this Section 13, and thereafter Landlord shall receive a refund of any portion of any Real Property Taxes on which such payment shall have been based, Landlord shall pay to Tenant such refund. Landlord shall have no obligation to contest, object to or litigate the levy or imposition of any Real Property Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion any Real Property Taxes without the consent or approval of Tenant. In the event any governmental authority includes in the tax base upon which the Real Property Taxes are levied or assessed the value of any improvements made by Tenant, or of any machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the entire portion of the Real Property Taxes attributable to or based upon such items in addition to the portion of the Real Property Taxes payable by Tenant as otherwise provided in this Section. Xxxxxxxx’s failure to collect the estimated Real Estate Taxes shall not be deemed a waiver of Landlord’s right to demand and fully collect the same at later time. Xxxxxx agrees to pay before delinquency all taxes imposed on or incidental to the personal property of Tenant, the conduct of its business and its use and occupancy of the Demised Premises.

Real Property Taxes. Tenant agrees As used herein, the term Real Property Taxes shall include every form of tax (other than general net income or estate taxes of Landlord), charge, levy, assessment, fee, license fee, service fee (including, without limitation, those based on commercial rentals, energy or environmental grounds as well as any increase due to reassessment or escape assessment whether caused by sale or lease of the Premises, Building or Project or otherwise), ordinary or extraordinary, imposed by any authority having direct or indirect power to tax, including, without limitation, any city, county, state or federal government or quasi-government entity or any improvement utility, beautification or similar district against any legal or equitable interest of Landlord in, or against Landlord's right to rent, the Premises or the Building, and any such tax, charge, levy, assessment or fee imposed, in addition to or in substitution for any tax previously included within the definition of real property tax, partially or totally, whether or not foreseeable or now within the contemplation of the parties provided that all separately identifiable real property taxes attributable solely to Tenant's business or Tenant's improvements which a revalued at an amount in excess of the Building standard improvements, shall be paid entirely by Tenant, and not prorated with other tenant s of the Building or Project. Tenant's obligation to pay its share of the assessments, as provided in this Section 6.3.1.2., shall be calculated on the basis of the amount due if Landlord allows the assessments to go to bond, and the assessment is to be paid in installments, even if Landlord throughout pays the term of this Leaseassessment in full. Real Property Taxes for each tax year shall be apportioned to determine the Real Property Taxes for the subject calendar years. Landlord, at Landlord's sole discretion, may contest any taxes levied or assessed against the Building or Project during the Term. If Landlord contests any taxes levied or assessed during the Term, Tenant shall pay Landlord Tenant's Proportionate Share of all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same connection with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationcontest.

Real Property Taxes. 1. Tenant agrees to To Pay All Taxes Tenant shall pay to the Landlord throughout appropriate taxing authority, as additional rent, its prorata share of any and all real estate taxes, ad valorem taxes and assessments, assessments, surcharges and municipal or government charges, general and special, ordinary and extraordinary, of every kind and nature whatsoever attributable to the Leased Premises (excluding any transfer or excise tax imposed as a consequence of Landlord's transfer or assignment of its interest in this Sublease) which may be levied, imposed or assessed during any fiscal tax year which occurs wholly or partially during the term of this LeaseLease against all of the land, Tenant's Proportionate Share buildings and other real property improvements of all real estate taxes the Leased Premises. If any general or special assessment is levied and all assessments which may be levied against assessed, Landlord can elect to either pay the assessment in full or use the installment payment method as authorized by the local tax authorities and other governmental agenciesappropriate levying authority. Tenant's proportionate share If Landlord pays the assessment in full, Tenant shall pay to Landlord each time a payment of real estate property taxes is made a sum equal to that which would have been payable, had Landlord elected to pay such assessment under the installment payment method (as both principal and interest, at the rate of interest utilized by the taxing authority), had Landlord used the optional installment payment method; provided, however, Tenant shall be fifty (50%) percent entitled to pay such assessment in full at the time Landlord pays it in full. At any time during the lease term, if Tenant has not paid when due any tax payment required hereunder or under the Third Party Leases, Landlord may elect to require the real property taxes be paid by Tenant in equal monthly installments in such amounts as are estimated and billed for each tax year by Landlord at the commencement of any increase over the base lease term and at the beginning of each successive tax year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after during the end lease term, each such installment being due on the first day of each calendar year month. At any time during a tax year, Landlord when may re-estimate the Landlord delivers to Tenant a computation of the real properly taxes and thereafter adjust Tenant's proportionate Share for monthly installments payable during the prior calendar tax year based upon the base year of 1995to reflect more accurately Tenant's real property taxes. Tenant shall pay said additional rent to Landlord within Within thirty (30) days after Landlord's receipt of tax bills for each tax year, or such reasonable time thereafter, Landlord presents to will notify Tenant its proportionate shareof the amount of real property taxes for the tax year in question. For Any overpayment or deficiency in Tenant's payment of the purposes of this Lease, the term "real estate taxes" property taxes for each tax year shall include all real estate taxes, assessments, water be adjusted between Landlord and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseenTenant, and each Landlord and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute agree that Tenant shall pay Landlord or otherwise Landlord shall credit to protest real estate taxes so long as Landlord Tenant's account (or, if such adjustment is contesting or negotiating at the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part end of the taxes now leviedTerm, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereofTenant), as the case may be, within fifteen (15) days of the aforesaid notice to Tenant, such amount necessary to effect such adjustment. The failure of Landlord to provide such notice within the time prescribed above shall not relive Tenant of any of its obligations hereunder. Notwithstanding the foregoing, if Landlord is required under law to pay real property taxes in advance, Tenant agrees to pay Landlord, upon commencement of the term of this Lease, an amount equal to the real property taxes for the entire tax year in which the term of this Lease commences, and in such event, at the termination of this Lease, Tenant shall be entitled to a refund of real property taxes paid which are attributable to a period after Tenant has received thirty (30) days' written notificationthis Lease expires.

Real Property Taxes. To the extent that the Demised Premises is currently or hereafter may be subject to property taxes, Tenant agrees to pay to the Landlord throughout the term of this Lease, Tenant's Proportionate Share of as Additional Rent, any and all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate property taxes, assessments, water and sewer rents levies assessed against the Demised Premises during each tax year, together with all penalties and interest charged (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever“Real Property Taxes”), extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be unless Tenant has paid all such Real Property Taxes in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authorityfull when due. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should Should any governmental taxing authority acting under any existing present or future law, ordinance or regulation, levy, assess assess, or impose a tax, excise and/or 7 assessment (other than an income or franchise tax) upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges or any part of it, payable by Tenant to Landlord whether Landlord, either by way of substitution (in whole or in part) for or in addition to any existing tax on the Demised Premises or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed reimburse Landlord for the amount thereofthereof within thirty (30) days of demand, as the case may be. Reasonable expenses incurred by Landlord in obtaining or attempting to obtain a reduction of any Real Property Taxes shall be added to and included as Additional Rent. Real Property Taxes which are being contested by Landlord shall nevertheless be included for purposes of computing Tenant’s liability hereunder, after but if Tenant has received thirty (30) days' written notificationshall have paid any amount of Additional Rent pursuant to this Section 13, and thereafter Landlord shall receive a refund of any portion of any Real Property Taxes on which such payment shall have been based, Landlord shall pay to Tenant such refund. Landlord shall have no obligation to contest, object to or litigate the levy or imposition of any Real Property Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion any Real Property Taxes without the consent or approval of Tenant. In the event any governmental authority includes in the tax base upon which the Real Property Taxes are levied or assessed the value of any improvements made by Tenant, or of any machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the entire portion of the Real Property Taxes attributable to or based upon such items in addition to the portion of the Real Property Taxes payable by Tenant as otherwise provided in this Section. Landlord’s failure to collect the estimated Real Estate Taxes shall not be deemed a waiver of Landlord’s right to demand and fully collect the same at later time. Tenant agrees to pay before delinquency all taxes imposed on or incidental to the personal property of Tenant, the conduct of its business and its use and occupancy of the Demised Premises.

Real Property Taxes. Tenant agrees to pay to the Landlord throughout the term of this Lease, Tenant's Proportionate Share of all real estate taxes From and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when Term Commencement Date and during the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Term, Tenant shall pay said additional rent Real Property Taxes levied against the Premises. Landlord shall cause the Premises to be assessed as a separate tax parcel prior to the tax year in which the Term Commencement Date falls. The term "Real Property Taxes" refers to any tax, assessment, charge, license, fee, levy, or real property tax (other than gross or net income taxes, gross receipts taxes, franchise taxes, inheritance taxes, estate, successor or gift taxes, transfer taxes, mortgage taxes, rental taxes or any supplemental taxes which accrued or were incurred prior to the Term) now or hereafter imposed with respect to the Premises by any authority having the direct or indirect power to tax, or by any city, county, state, or federal government or any improvement district or other district or division thereof. Any tax or assessment which is for a period of time which is not entirely included in the Term shall be prorated accordingly between Tenant and Landlord. Landlord within shall send tax due notices to Tenant upon receipt thereof, and provided Tenant has received such notice at least thirty (30) days after prior to the delinquency dates, Tenant shall pay said taxes prior to delinquency dates. With regard to assessments that have the option of either retiring by payment of a lump sum or alternately paying over a period of years, Landlord presents shall be deemed to Tenant its proportionate share. For have elected to pay such assessment over the purposes maximum number of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseenyears allowable, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during only the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained then current year's payment shall be construed to include included as a tax which shall be the basis an item of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereofReal Property Taxes. In addition to Notwithstanding the foregoing, should any governmental if permitted by the taxing authority acting under any existing or future lawin question, ordinance or regulationLandlord shall cause all Real Property Tax bills pertaining to the Premises to be sent by the taxing authority directly to Tenant, levyand Tenant shall pay said taxes prior to delinquency dates. Tenant, assess or impose concurrently with payment thereof, shall furnish reasonable written documentation and a tax, excise and/or 7 assessment upon or against this Lease, copy of the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant tax bxxx in question to Landlord whether by way confirming Tenant's payment of substitution for or the Real Property Taxes. Landlord agrees to pay, prior to delinquency, any Real Property Taxes levied against the Premises and attributable to periods prior to the Term. Notwithstanding the foregoing, in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, no event shall Tenant shall be responsible for any increase in taxes or assessments attributable to a change of ownership involving the Premises during the first five (5) years of the Term, and thereafter Tenant shall pay such tax, excise and/or assessment, not be responsible for any increase in taxes or shall reimbursed Landlord for assessments attributable to more than one (1) change of ownership involving the amount thereof, as Premises during any five (5) year period during the case may be, after Tenant has received thirty (30) days' written notificationTerm.

Real Property Taxes. Tenant agrees to pay to the Landlord throughout the The term "Real Property Taxes" shall mean any ordinary or extraordinary form of this Leaseassessment or special assessment, license fee, rent tax, levy, penalty (if a result of Tenant's Proportionate Share delinquency), or tax, other than net income, premium, 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 for any maintenance or improvement or other district or division thereof, relating to all or any part of the property, including the Building and Premises. The term shall include all transit charges, housing fund assessments, real estate taxes and all assessments other taxes relating to the Premises, Building and/or Property, all other taxes which may be levied against Landlord by the local tax authorities in lieu of real estate taxes, all assessments, assessment bonds, levies, fees, and other governmental agencies. Tenant's proportionate share charges (including, but not limited to, charges for traffic facilities, improvements, child care, water services studies and improvements, and fire services studies and improvements) for amounts necessary to be expended because of real estate taxes shall be fifty (50%) percent governmental orders, whether general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any increase over the base year kind and nature for public improvement, services, benefits or any other purposes which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant are assessed, levied, confirmed, imposed or become a computation of the Tenant's proportionate Share for the prior calendar year based lien upon the base year Premises, Building or Property or become payable during the Term. Landlord may, in its sole discretion but without obligation, contest the amount or validity of 1995any Real Property Taxes at any time during the Term. In the event Tenant desires to contest the amount or validity of any Real Property Taxes not otherwise contested by Landlord during the Term, Tenant shall pay said additional rent to first provide Landlord within with written notice of such desire. Within thirty (30) days after of such notice, Landlord presents shall elect to either pursue such contest itself or permit Tenant its proportionate shareto pursue such contest. For In the purposes of this Leaseevent Landlord elects to permit Tenant to pursue such contest, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseenthen, and each only then, Tenant may contest the amount or validity of the Real Property Taxes in question by appropriate proceedings, provided that Tenant gives Landlord prior notice of any such contest and every installment thereof (including keeps Landlord advised as to all proceedings, and provided further that Tenant shall continue to reimburse Landlord pursuant to Section 6(d) below for Landlord's payment of such Real Property Taxes unless such proceedings shall operate to prevent or stay such payment and the collection of the tax so contested. Landlord shall join in any interest on amounts which may be paid in installments) which such proceedings if any applicable laws, statutes, ordinances or government rule, regulation or requirement shall so require, provided that Tenant shall hold harmless, indemnify, protect and defend Landlord from and against any liability, claim, demand, cost or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising expense in connection withtherewith, the useincluding, occupancy or possession of or become due but not limited to, actual attorneys' fees and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationreasonably incurred.

Real Property Taxes. Tenant agrees to pay to the Landlord throughout the term of this Lease, Tenant's Proportionate Share of as Additional Rent, any and all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate property taxes, assessments, water and sewer rents levies assessed against the Leased Premises during each tax year (except water meter charges "Real Property Taxes"). Tenant covenants and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoeveragrees to deposit monthly, extraordinary as well as ordinary, general and special, foreseen and unforeseenin advance, and if requested by Landlord, with Landlord on the first day of each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during calendar month throughout the Lease term, Term an amount equal to one-twelfth (1/12th) of Landlord's estimate of the Real Property Taxes for the next succeeding tax fiscal year. The first installment shall be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out ofby Tenant on the Rent Commencement Date, or for, the entire demise premises or any part thereofwithout proration, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained next installment shall be construed to include as a tax which paid on the first day of the next calendar month. Any underpayment of Tenant's obligations not covered by the accumulation of monthly deposits shall be the basis paid by Tenant within fifteen (15) days of real estate taxes, Landlord's demand and any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation overpayment shall be altered so that in lieu of or as a substitute for credited against the whole or any part of installments next coming due. Any interest earned on the taxes now levied, assessed or imposed on real estate as such, there escrow deposits payable hereunder shall be levied, assessed or imposed (a) a tax on and remain the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereofproperty of Landlord. In addition to the foregoing, should Should any governmental taxing authority acting under any existing present or future law, ordinance or regulation, levy, assess assess, or impose a tax, excise and/or 7 assessment (other than an income or franchise tax) upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges or any part of it, payable by Tenant to Landlord whether Landlord, either by way of substitution (in whole or in part) for or in addition to any existing tax on the Leased Premises or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed reimburse Landlord for the amount thereofthereof within thirty (30) days of demand, as the case may be. In the event any governmental authority includes in the tax base upon which the Real Property Taxes are levied or assessed the value of any improvements made by Tenant, after or of any machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant has received thirty (30) days' written notificationshall pay the entire portion of the Real Property Taxes attributable to or based upon such items in addition to the portion of the Real Property Taxes payable by Tenant as otherwise provided in this Section. Tenant agrees to pay before delinquency all taxes imposed on or incidental to the personal property of Tenant, the conduct of its business and its use and occupancy of the Leased Premises.

Real Property Taxes. Except as specifically provided in this Section 10.1 below, Tenant agrees to pay all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and 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 against the Premises applicable to the period from the Commencement Date, until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the Premises as separate tax parcels, then Tenant shall pay Tenant's pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Premises are located. Tenant's pro rata share under such circumstances shall be apportioned according to the value of the Premises as it relates to the total value of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. 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 for a period of time occurring prior to the Commencement Date or subsequent to the expiration of the Lease term. Tenant agrees to pay to the taxing authority entitled thereto the total Real Property Taxes due. On or before the Commencement Date, Landlord throughout shall make arrangements with the term applicable taxing authorities for the delivery of this Leasethe statements for such Real Property Taxes directly to Tenant. Any of said payments to be made directly to the taxing authority shall be made prior to the delinquency date established by the taxing authority, and Tenant shall, within ten (10) business days after Tenant's Proportionate Share receipt of written request from Landlord, deliver evidence of such payment to Landlord. Failure of Tenant to pay said Real Property Taxes as and when herein specified shall, in addition to all real estate taxes other rights and all assessments remedies of Landlord hereunder, subject Tenant to any fine, penalty, interest, or cost which Landlord may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995incur as a result thereof. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord shall, within thirty (30) days after demand, reimburse Landlord presents for any such fine, penalty, interest, or cost, together with interest thereon at the Interest Rate. Landlord and Tenant hereby agree and acknowledge that Tenant shall be entitled to contest and/or appeal the Real Property Taxes assessed by any applicable taxing authority directly to such authority, provided that Tenant its proportionate shareshall indemnify, defend and hold Landlord harmless from any and all claims, liabilities and damages incurred by Landlord in connection therewith. For If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Premises is located, a tax or excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of rent payable to Landlord hereunder or any tax based on or measured by expenditures made by Tenant on behalf of Landlord, such tax or excise shall be considered "Real Property Taxes" for purposes of this LeaseSection 10.1, and shall be payable in full by Tenant. Such taxes or excises shall be payable within thirty (30) days after Tenant's receipt of the term "real tax bill xxxrefor from Landlord. Despite the foregoing, under no circumstances shall Real Property Taxes include Landlord's federal, state or local income, franchise, inheritance or estate taxes" . Notwithstanding anything to the contrary contained herein, to the extent that any of the following items are not of record, as of the date of this Lease. Real Property Taxes and assessments shall include all real estate taxesnot include: (i) any assessment districts or landscape districts, assessmentsor assessments associated with any other site improvements; (ii) Mellx-Xxxx xxxe infrastructure financing assessments of any type; (iii) costs or fees payable to public authorities in connection with any future construction, water renovation and/or improvements to the Project; (iv) reserves for future Real Property Taxes; and sewer rents (except water meter charges and sewer rent based thereonv) and other governmental impositions and charges any documentary transfer taxes arising from a voluntary transfer of every kind and nature whatsoeverthe Premises or any portion of the Project by Landlord. If a reduction in Real Property Taxes is obtained for any year of the Term during which Tenant paid such Real Property Taxes, extraordinary as well as ordinarythen Tenant, general and specialat Tenant's option, foreseen and unforeseenshall be entitled to such reduction by way of direct reimbursement. If, and each and every installment thereof (including by applicable law, any interest on amounts which taxes or assessments may be paid in installments) which shall or may, during installments at the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part option of the taxes now leviedtaxpayer, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by then Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall may pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationtaxes and assessments in installments.

Real Property Taxes. Tenant agrees to pay the Building's Share of all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and 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 Project (collectively "REAL PROPERTY TAXES") which may be now or hereafter levied or assessed against the Project applicable to the Landlord throughout period from the term Early Occupancy Date, until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the entire Project by means of a single tax xxxx (i.e., if the Project is separated into two (2) or more separate tax parcels for purposes of levying and assessing the Real Property Taxes), then, at Landlord's option, Tenant shall pay Tenant's Proportionate Share pro rata share of all real estate taxes and all assessments Real Property Taxes which may be levied or assessed by any lawful authority against Landlord by the local land and improvements of the separate tax authorities and other governmental agenciesparcel on which the Premises are located. Tenant's proportionate pro rata share of real estate taxes under such circumstances shall be fifty apportioned according to the floor area of the Premises as it relates to the total leasable floor area of all of the buildings (50%including the Premises) percent situated in the separate tax parcel in which the Premises is located. Notwithstanding anything in this Section 10.1 to the contrary, "Real Property Taxes" shall not include Landlord's federal or state income, franchise, inheritance or estate taxes. Upon Tenant's request, Landlord shall, at Tenant's sole cost and expense, contest the amount of Real Property Taxes for the Project, which contest shall be undertaken in a manner to be reasonably determined by Landlord. All Real Property Taxes for the tax year in which the Early Occupancy 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 for a period of time occurring prior to the Early Occupancy Date or subsequent to the expiration of the Lease term. The amount to be paid pursuant to the provisions of this Section 10.1 shall be paid monthly in advance as part of Tenant's Monthly Operating Expense Charge as estimated by Landlord based on the most recent tax bills and estimates of reappraised values (if reappraisal is to occur), commencing with the month (or partial month on a prorated basis if such be the case) that the Commencement Date occurs. The initial estimated monthly charge for the Building's Share of Real Property Taxes is included in the Monthly Operating Expense Charge as provided in Section 4. Notwithstanding anything in this Lease to the contrary, Tenant shall be solely responsible for, and shall pay directly to Landlord (in addition to Tenant's Monthly Operating Expense Charge pertaining to Real Property Taxes), any increase in Real Property Taxes on account of any increase over improvements made to the base year Premises by Tenant including, but not limited to, the Tenant Improvements. If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Premises is located, a tax or excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of rent payable to Landlord hereunder or any tax based on or measured by expenditures made by Tenant on behalf of Landlord, such tax or excise shall be 1995considered "Real Property Taxes" for purposes of this Section 10.1, and shall be payable in full by Tenant. Tenant will pay its proportionate share of real estate Such taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant or excises shall pay said additional rent to Landlord be payable within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part Tenant's receipt of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received xxxx therefor from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationLandlord.

Real Property Taxes. Tenant agrees to shall pay to before delinquent all Real Property Taxes, as defined below, assessed against the Landlord throughout Premises during the term of this Lease, Tenant's Proportionate Share . "Real Property Taxes" shall be defined as any form of all real estate taxes and all assessments which may be tax or assessment, general, special, ordinary or extraordinary, including any business license fee, commercial rental tax, improvement bond or bonds, levy or tax, but shall not include any municipal, county, state or federal income or franchise tax of any municipal, county or state. If at any time during the term of the Lease, the laws concerning the methods of real property taxation are changed so that a tax or excise on rents or other such tax, fee, levy, assessment or charge, however described, is levied or assessed against Landlord by the local tax authorities and other governmental agencies. as a direct substitution in whole or in part for any Real Property Taxes, then Tenant shall pay before delinquency Tenant's proportionate share of real estate taxes such substitute tax, excise or other amount. Tenant shall not be fifty (50%) percent of obligated to pay any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant in Real Property Taxes that result from a computation change in ownership of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995Premises. Tenant shall pay said additional rent to Landlord the Real Property Taxes assessed against the Premises in twelve (12) equal monthly installments for each year of the Lease term commencing on the Commencement Date. Landlord shall provide to Tenant reasonable documentation evidencing the amount of Real Property Taxes payable with respect to calendar year 1994, and the calculation of the monthly Real Property Taxes payable by Tenant to Landlord commencing on the Commencement Date. In the event that the amount actually paid to Landlord for any calendar year is less than the amount Tenant is obligated to pay hereunder, then Tenant shall within thirty (30) days after receipt of such documentation from Landlord, pay the difference to Landlord. Further, in the event Tenant has paid more to Landlord presents than obligated hereunder, then the excess shall be credited against future payments of Real Property Taxes by Tenant to Tenant its proportionate share. For the purposes Landlord; provided that, upon expiration of this Lease, the term "real estate taxes" Landlord shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including immediately reimburse to Tenant any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authoritysuch excess. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained Real Property Taxes shall be construed subject to include as a tax which shall be proration in determining Tenant's share thereof on the basis of real estate taxesa three hundred sixty-five (365) day year, in order to account for any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods Lease Year of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed less than twelve (a12) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationfull calendar months.

Real Property Taxes. Tenant agrees to pay In addition to the Landlord throughout rents provided for in Article 2 above, and commencing with the term of this Lease, Tenant's Proportionate Share as defined in Article 1, Tenant agrees to pay monthly, on the first day of each month, (on an estimated basis by Landlord) all real estate taxes (including other fees or charges hereinafter defined as New Taxes) and assessments levied and assessed for any year upon the Premises and the underlying realty. In the event the Landlord does not have the Premises separately assessed for tax purposes, then and in that event the taxes and all assessments which may be levied against Landlord by on the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes Premises shall be fifty apportioned according to the floor area of the Premises, including mezzanine (50%) percent if any), as it relates to the total leasable floor area of any increase over the base year which building or buildings included in said tax assessment. All such taxes and assessments shall be 1995. payable by Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after receipt of an invoice from Landlord presents advising Tenant of its share of said taxes and assessments. With respect to Tenant its proportionate share. For any assessments which may be levied against or upon the purposes of this LeasePremises or which under the laws then in force may be evidenced by improvement or other bonds, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which or may be paid in annual installments, only the amount of such annual installment (with appropriate proration for any partial year) which and statutory interest shall or maybe included within the computation of the annual taxes and assessments levied against the Premises. Taxes for the first and last year of the term hereof shall be prorated between the Landlord and Tenant as of the commencement of, during and expiration of the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, subject to the use, occupancy or possession provisions of or become due and payable out of, or for, the entire demise premises or any part thereofArticle 1, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as payable within ten (10) days after a tax which shall be the basis receipt of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon an invoice from Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the likeevent taxes are billed on an estimated basis, Tenant shall pay to Landlord one-twelfth (1/12th) of its proportionate share of the estimated Real Property Taxes for each tax year on the first day of each month, which occurs in such tax year. The amount of the estimated Real Property Taxes shall be responsible based on the most recent available assessment notices or tax bills concerning the entire Building or, at the option of Landlord, the Parcel of which the Premises are a part, or, if there are none, on such amount as Landlord, in good faith, shall estimate. If the amount paid by Tenant toward the estimated Real Property Taxes exceeds the actual amount due at the end of such tax year (as determined from the specific tax bills for and such tax year), the excess shall be applied against Tenant's next succeeding payment(s) due under this Section. If the amount paid by Tenant under this Section is less than said actual amount due, Tenant shall pay such tax, excise and/or assessment, to Landlord the deficiency within ten (10) days after notice from Landlord. A tax xxxx or assessment notice submitted by Landlord to Tenant shall reimbursed Landlord for be conclusive evidence of the amount thereof, as of Real Property Taxes assessed or levied and of the case may be, after Tenant has received thirty (30) days' written notificationitems taxed or assessed.

Real Property Taxes. Tenant agrees to pay, as additional rent, all real property taxes and assessments levied or assessed against the Premises, including the Real Property, the Building and the other Improvements, applicable to any period from and after the Commencement Date and continuing through the end of the Term of the Lease. Any real property tax or assessment relating to a fiscal period, a part of which precedes the Commencement Date or continues beyond the end of the Term of the Lease, shall be prorated so Tenant shall pay only that portion thereof which relates to the Landlord throughout portion of the term subject tax period commencing with the Commencement Date and ending on the expiration or sooner termination of the Term of this Lease. Tenant further agrees to pay any tax or excise on rent or any other tax, Tenant's Proportionate Share however described, that is levied or assessed by the State of all real estate taxes and all assessments which may be levied California, or any political subdivision thereof, against Landlord on account of or measured by the local tax authorities and rentals and/or other governmental agenciescharges payable to or for the benefit of Landlord hereunder. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over If under the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation laws of the Tenant's proportionate Share for the prior calendar year based upon the base year State of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to Tenant its proportionate share. For the purposes of this LeaseCalifornia, or any political subdivision thereof, at any time during the term "real estate taxes" shall include all real estate taxeshereof, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that as to impose in lieu of or as a substitute for the whole or any part current methods of the taxes now leviedassessments and taxation, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part in part, taxes based on other standards, or in lieu of any increase therein, such taxes shall be deemed to be a tax levied or assessed upon the Premises for the purposes of this Lease. Nothing herein contained, however, shall obligate Tenant to pay any portion thereofincome, inheritance, estate, gift, succession, sales, use, or a transfer tax of Landlord, nor shall Tenant be deemed obligated to pay any personal property, corporation, franchise, payroll, excess profits, excise, or privilege tax which may be assessed or levied against Landlord. In addition Landlord shall cause the tax xxxx to be mailed directly by the tax assessor to Tenant, and Tenant shall pay the real property taxes and assessments directly to the foregoing, should any governmental taxing authority acting under any existing or future law, ordinance or regulation, levy, assess or impose at least ten (10) days prior to delinquency and concurrently provide Landlord with evidence of payment in a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable form reasonably satisfactory to Landlord. If required by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the likeLandlord’s lender, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for also provide evidence of payment to Landlord’s lender as required by the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationloan documents.

Real Property Taxes. From and after the Execution Date, Tenant agrees to shall pay the real property taxes, as defined below, applicable to the Landlord throughout Premises through the entire term of this Lease, including all option terms. All such payments shall be made at least five (5) business days prior to the delinquency date. Tenant shall promptly furnish Landlord with satisfactory evidence that such taxes have been paid. If any such taxes paid by Tenant covers any period of time after the expiration of the term hereof, Tenant's Proportionate Share of all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate such taxes shall be fifty (50%) percent equitably prorated to cover only the period of any increase over time within the base tax fiscal year during which this Lease shall be 1995in effect, and Landlord shall reimburse Tenant to the extent required. If Tenant will shall fail to pay its proportionate share of real estate taxes after any such taxes, Landlord shall have the end of each calendar year right to pay the same, in which case Tenant shall repay such amount to Landlord when the Landlord delivers to Tenant a computation of the with Tenant's proportionate Share for monthly installment of Fixed Rent together with interest on such amounts at the prior calendar year based upon Lease Rate (as defined in Paragraph 22.11, below). If the base year of 1995. Premises are not separately assessed, Landlord shall pay all real property taxes on the Premises, and Tenant shall pay said additional rent to Landlord the Landlord, within thirty (30) days after request therefor, Tenant's Proportionate Share of the real property taxes imposed upon the entire Shopping Center and all of the buildings and structures located on the Shopping Center. Tenant shall pay to Landlord presents as Additional Rent, together with the payment of Fixed Rent, or other payments required hereunder which are subject to Tenant its proportionate share. For the purposes of any excise tax on gross income derived by Landlord under this Lease, regardless of how designated, excluding federal and state income taxes, imposed by any governmental body having jurisdiction, an amount which, when first added to such Fixed Rent, or other payments shall, then yield to Landlord, after deduction of such taxes payable by Landlord with respect to all such payments, a net amount equal to that which Landlord would have received from such payments had no such tax been imposed. As used herein, the term "real estate property taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis form of real estate taxestax or assessment general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, estate succession, transfer gift, franchise, corporation, personal income or profit tax estate taxes) imposed on the Premises by any authority having the direct or capital levy that is indirect power to tax, including any city, state or may be imposed upon Landlord; providedfederal government, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now leviedschool, assessed agricultural, sanitary, hospital, fire, street drainage or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion other improvement district thereof, as against any legal or (c) equitable interest of Landlord in the Premises or in the real property of which the Premises are a tax part, as against Landlord's right to rent or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon other income therefrom, and as against Landlord's business of leasing the Premises. The term "real property taxes" shall also include any portion thereof. In addition to the foregoingtax, should any governmental authority acting under any existing or future law, ordinance or regulationfee, levy, assess assessment or impose a charge, in substitution, partially or totally, of any tax, excise fee, levy, assessment or charge hereinabove included within the definition of "real property taxes". The term "real property taxes" shall also include any and all assessments for services generally provided without charge to owners and/or 7 assessment upon or against this Lease, occupants of real property prior to the execution hereof and/or adoption of Proposition 13 by the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way voters of substitution for or the State of California in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the likeJune 1978 election. Without limiting the generality of the foregoing, Tenant shall be responsible for for, and the term "real property taxes" shall include, any increase in real property taxes which is caused due to (i) any "change in ownership" of the Premises or any portion of the real property of which the Premises constitute a part (as defined in Sections 60-69 of the California Revenue and Taxation Code, the regulations promulgated thereunder and any amendments or successor statutes or regulations thereto) or (ii) any construction or work of improvement in the Premises or the Shopping Center. All assessments (excluding those relating specifically to the Tenant Improvements on the Premises) shall be paid in full by Landlord on or before the Commencement Date (or, if any such assessments may be paid in installments without penalty and without additional cost to Tenant, Landlord may pay such tax, excise and/or assessment, or them as and when they become due). Landlord shall reimbursed Landlord take no action to convert the off-site improvement costs incurred for the amount thereof, as the case may be, after Tenant has received thirty Shopping Center (30or any such future costs) days' written notificationto assessments.

Real Property Taxes. Tenant agrees to pay to the Landlord throughout the term of this LeaseAs Additional Rent, Tenant's Proportionate Share of all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay Landlord for all Real Property Taxes allocable to the Occupancy Period. Landlord will pay the Real Property Taxes to the appropriate taxing authorities. If Landlord receives a refund of any Real Property Taxes for which Tenant has paid Landlord, Landlord will refund to Tenant its proportionate share after deducting therefrom all related costs and expenses. Landlord shall have the right, but not the obligation, to protest, appeal, or institute proceedings to effect a reduction of Real Property Taxes at any time, including the right to seek a reduction in the valuation of the Building or the Premises assessed for real estate taxes after tax purposes. Landlord will endeavor to provide promptly to Tenant copies of notices of appraised value, tax assessments and bills that it receives from any taxing authorities or other governmental entities with respect to the end of each calendar year Landlord when ad valorem tax on the Premises and the Landlord delivers Personalty. In the event that Landlord elects not to pursue any protest, appeal, or other proceeding relating such ad valorem tax, then Landlord will provide notice to Tenant of such election. Upon Tenant’s receipt of such notice, provided this Lease is not previously cancelled or terminated, and there shall be no Event of Default, or an event that with the giving of notice or the lapse of time, or both, would constitute an Event of Default, then Tenant shall have the right, at its sole cost and expense, to contest the amount or validity of any ad valorem tax or assessment assessed and levied against the Premises or Landlord Personalty, or to seek a computation reduction in the valuation of the Building or the Premises or the Landlord Personalty assessed for ad valorem tax purposes, by appropriate proceedings diligently conducted in good faith (the “Tenant Tax Appeal”), but only after payment of such taxes and assessments. If required by law, Landlord shall, upon written request of Tenant's proportionate Share for , join in the prior calendar year based upon Tenant Tax Appeal or permit the base year Tenant Tax Appeal to be brought in Landlord’s name, and Landlord will reasonably cooperate with Tenant in authorizing such actions, at the sole cost and expense of 1995Tenant. Tenant shall pay said additional rent to Landlord within thirty (30) days after Landlord presents to any increase that may result in ad valorem taxes or assessments as a consequence of the Tenant its proportionate share. For Tax Appeal, which payment obligations shall survive the purposes expiration or earlier termination of this Lease, the term "real estate taxes" . Tenant shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, have no right to file a Tenant Tax Appeal during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part last 12 months of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationLease Term.

Real Property Taxes. Tenant agrees to shall pay all Real Property Taxes applicable to the Landlord throughout Premises directly to the applicable taxing authority during the term of this Lease. All such payments shall be made at least ten (10) days prior to the delinquency date of such payment. Tenant shall promptly furnish Landlord with satisfactory evidence that all Real Property Taxes have been paid. If any Real Estate Taxes paid by Tenant shall cover any period of time prior to or after the expiration of the term hereof, Tenant's Proportionate Share of all real estate taxes and all assessments which may be levied against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share of real estate such Real Property taxes shall be fifty (50%) percent equitably prorated to cover only the period of any increase over time within the base fiscal year applicable to such Real Property Taxes during which this Lease shall be 1995. in effect, and Landlord shall reimburse Tenant will pay its proportionate share of real estate taxes after to the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord extent required within thirty (30) days of the expiration of the Term. If Tenant shall fail to pay any Real Property Taxes, Landlord shall have the right to pay the same, in which event Tenant shall repay such amount to Landlord with Tenant's next rent installment together with interest at the rate applicable hereunder for sums overdue after Landlord presents to Tenant its proportionate shareany applicable notice or grace period. For the purposes of this Lease, the term "real estate taxesReal Property Taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed on the Premises by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Premises or in the real property of which the Premises are a part, as against Landlord's right to rent or other income therefrom, and as against Landlord's business of leasing the Premises. The term "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge (i) in substitution of, partially or totally, any inheritancetax, estate successionfee, transfer gift, franchise, corporation, income levy assessment or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after charge hereinabove included within the date hereof the methods definition of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate"Real Property Taxes", or (bii) a license fee measured by the rents receivable by Landlord or any portion thereofnature of which was hereinbefore included within the definition of "Real Property Taxes", or (ciii) which is added to a tax or license fee imposed upon Landlord charge hereinbefore included within the definition of "Real Property Taxes" by reason of such transfer, (iv) which is otherwise measured imposed by reason of this transaction, any modifications or based in whole changes hereto or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessmenttransfers hereof, or shall reimbursed Landlord for (v) any fee assessed or charged by any third party in connection with any assessment appeal or Real Property Taxes valuation adjustment which actually results in a reduction of the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationReal Property Taxes.

Real Property Taxes. Tenant Notwithstanding any contrary provision herein, Xxxxxx agrees to pay prior to the Landlord throughout the term of delinquency any franchise tax, sales tax, transfer tax, or otherwise respecting this Lease, Tenant's Proportionate Share of all real estate taxes and all assessments which may be other similar taxes whether now levied against or hereafter imposed (collectively, “Lease Tax”). If Tenant fails to the pay the Lease Tax prior to delinquency and Landlord by pays the local tax authorities and other governmental agenciesLease Tax, Tenant shall pay to Landlord the Lease Tax, as additional rent. Tenant's proportionate share of real estate taxes If any Real Property Taxes are payable in installments, Tenant shall be fifty (50%) percent permitted to pay such Real Property Taxes in the maximum number of any increase over installments on or prior to the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995due date thereunder. Tenant shall pay, prior to delinquency any tax on the rent due and payable by Tenant to Landlord under this Lease (“Rent Tax”), if any. Rent Tax, Lease Tax, and Real Property Taxes shall not include any income, excess profits, gift, inheritance, entity formation, or death tax of Landlord. If Landlord is required to pay said the Rent Tax directly to taxing authority, Landlord shall inform Tenant of the amount of such Rent Tax and Tenant shall pay such Rent Tax to Landlord as additional rent with each payment of Base Rent due under this Lease. If Tenant shall fail to make any Real Property Taxes, Rent Tax or Lease Tax payment on a timely basis, then Tenant shall be responsible for any penalties or interest charges resulting from late payment of such Real Property Taxes. Notwithstanding anything contained herein to the contrary, at any time during the Lease Term following an Event of Default, Landlord shall have the right, at Landlord's option, upon twenty (20) days prior written notice to Xxxxxx, to take over direct payment of the Real Property Taxes, in which event Tenant shall be obligated to pay or reimburse Landlord directly for such Real Property Taxes within thirty (30) days after Landlord presents to Tenant its proportionate sharereceipt of any bill therefor. For the purposes of this LeaseIn addition, the term "real estate taxes" shall include all real estate taxesat Landlord’s option, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, exercisable at any time after Landlord elects to begin paying the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition Real Property Taxes pursuant to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the likeimmediately preceding sentence, Tenant shall be responsible obligated to pay to Landlord, on a monthly basis, one-twelfth (1/12) of Landlord's reasonable estimate of the annual amount of the Real Property Taxes, the Lease Tax or the Rent Tax, as applicable. In the event Landlord elects to pay the Real Property Taxes directly to the taxing authority or collect estimated payments for the Real Property Taxes, Tenant shall have no obligation to pay for any late fees or interest charges on the late payment of any Real Property Taxes by Landlord, so long as Tenant has timely made all estimated Real Property Taxes payments required by this Lease. In the event Landlord collects such estimate, Landlord shall reconcile such estimate with the actual Real Property Taxes and shall send Tenant a reconciliation statement after the end of each calendar year. If such statement shows that there was an underpayment, then Tenant shall pay such taxshortfall to Landlord within twenty (20) days after receipt of such statement. If such statement shows an overpayment, excise and/or assessmentLandlord shall either promptly reimburse Tenant for such overpayment, or shall reimbursed Landlord for credit the amount thereofof such overpayment against the next monthly installment of Real Property Taxes due hereunder. Tenant shall have the right, as at Xxxxxx’s sole cost and expense, to appeal or otherwise attempt to reduce the case may be, after Tenant has received thirty Real Property Taxes on the Premises from time to time and Landlord agrees to reasonably cooperate with Xxxxxx (30at no cost to Landlord) days' written notificationin connection therewith.

Real Property Taxes. Tenant agrees to shall pay to the Landlord throughout the term of this Lease, Tenant's Proportionate Share of Real Property Taxes in accordance with the provisions of Section 4. "Real Property Taxes" mean, collectively, all general and special real estate property taxes, assessments, and any similar impositions in-lieu of other impositions now or previously within the definition of real property taxes and all or assessments which may be levied or assessed by any lawful authority against the Project applicable to the period from the Commencement Date until the expiration or sooner termination of this Lease. Real Property Taxes are included within Operating Expenses, as set forth in Section 4.4. “Real Estate Taxes” does not include Landlord’s federal or state income, franchise, gross receipts, inheritance or estate taxes, capital, stock, succession, gift, estate tax; any item to the extent otherwise included in Operating Expenses, or reserves for future Real Estate Taxes. Landlord shall reimburse Tenant for any amount paid by Tenant for Real Estate Taxes that is later refunded to Landlord or otherwise reduced after first deducting Landlord’s reasonable costs of prosecution (which obligation survives termination of this Lease). During the local tax authorities Term, Tenant may contest, in good faith, the existence, amount or validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability related to Real Estate Taxes by appropriate proceedings, and other governmental agenciesLandlord shall use reasonable efforts to cooperate with Tenant’s efforts related to same. Such contest will not excuse Tenant's proportionate share of real estate taxes ’s obligations to continue to pay all Real Estate Taxes to Landlord as required under this Lease. Each such contest shall be fifty (50%) percent promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of any increase over this Section are at all times complied with, has the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers right to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995attempt to settle or compromise such contest through negotiations. Tenant shall pay said additional rent to Landlord within thirty (30) days any and all losses, judgments, decrees and costs in connection with any such contest and shall, promptly after Landlord presents to Tenant its proportionate share. For the purposes final determination of this Leasesuch contest, fully pay and discharge the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, charged or liens upon, imposed or arising be determined to be payable therein or in connection withtherewith, the usetogether with all penalties, occupancy fines, interest and costs thereof or possession of or become due and payable out of, or for, the entire demise premises or any part thereofin connection therewith, and perform all costs incurred by Landlord in contesting or negotiating acts the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax performance of which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income ordered or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or decreed as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion result thereof. In addition No such contest shall subject Landlord to the foregoing, should risk of any governmental authority acting under any existing civil or future law, ordinance criminal liability or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwisepotential increases in Real Estate Taxes. 0000 Xxxx Xxxxx Xxxxxxx Credit Management, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notification.Inc.

Real Property Taxes. Tenant shall pay all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and 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 levied or assessed against the Premises applicable to the period from the Early Occupancy Date with respect to Parcel 1, and the Actual Commencement Date for Parking Lot with respect to Parcel 2, until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the Premises as separate tax parcels, then Tenant shall pay Tenant's pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Premises are located. Tenant's pro rata share under such circumstances shall be apportioned according to the floor area of the Premises as it relates to the total leasable floor area of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. Tenant reserves the right to approve any assessment of public improvements that may affect the Premises to the extent Landlord has such night. Any future assessments for public improvements may be paid by Landlord in full or in installments, but Tenant's contribution will be determined and payable based on the assumption that such assessments were allowed to go to bond and became payable in installments. All Real Property Taxes for the tax year in which the Early Occupancy Date and the Actual Commencement Date for Parking Lot occur 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 for a period of time occurring prior to the Early Occupancy Date and the Actual Commencement Date for Parking Lot or subsequent to the expiration of the Lease term. Tenant agrees to pay to the Landlord throughout taxing authority entitled thereto the term total Real Property Taxes due. Any of this Lease, Tenant's Proportionate Share of all real estate taxes and all assessments which may said payments to be levied against Landlord made directly to the taxing authority shall be made prior to the delinquency date established by the local tax authorities taxing authority, and Tenant shall, concurrently with such payment, deliver evidence of such payment to Landlord. Failure of Tenant to pay said Real Property Taxes as and when herein specified shall, in addition to all other governmental agencies. Tenant's proportionate share rights and remedies of real estate taxes shall be fifty (50%) percent of Landlord hereunder, subject Tenant to any increase over the base year fine, penalty, interest, or cost which shall be 1995Landlord may incur as a result thereof. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord shall, within thirty (30) days after demand, reimburse Landlord presents for any such fine, penalty, interest, or cost, together with interest thereon at the Interest Rate. If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Premises is located, a tax or excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of rent payable to Landlord hereunder or any tax based on or measured by expenditures made by Tenant its proportionate share. For the on behalf of Landlord, such tax or excise shall be considered "Real Property Taxes" for purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseenSection 10.1, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which payable in full by Tenant. Such taxes or excises shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time payable within ten (IO) days after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part Tenant's receipt of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationbill therefor frxx Xandlord.

Real Property Taxes. Tenant agrees shall during the term of this Lease pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, special assessments, rates, license fees, municipal liens, levies, excises or imports of every nature and kind levied, assessed, charged or imposed on or against the Premises, Tenant's leasehold interest in the Premises, personal property of any kind owned or placed in the Premises by Tenant, or, except for taxes measured by Landlord's total income, the rents from, or privilege of renting, the Premises. All such taxes and charges (with the exception of personal property taxes on Tenant's personal property) shall be prorated if necessary at the commencement and expiration of the Lease term. Tenant shall provide Landlord with copies of paid tax receipts within five (5) days of the date when such taxes, or any installment thereof, become due. Notwithstanding the foregoing, Tenant shall be obligated to pay to installments of special assessments (using the Landlord throughout longest amortization schedule available) coming due during the term of this Lease. In addition, in the event the holder of any mortgage on the Premises or any improvements thereon does not require, and in the event Tenant shall be in default with respect to payment of any amounts hereunder, at Landlord's request, Tenant shall pay monthly, as additional rent, along with regular base rent payments, an amount equal to one-twelfth (1/12) of Tenant's Proportionate Share of all estimated annual real estate taxes and all assessments which may be levied against Landlord by tax, personal property tax or special assessment obligation next becoming due with respect to the local tax authorities and other governmental agenciesPremises. Tenant's proportionate share of estimated annual real estate taxes tax obligation shall not be fifty (50%) percent less than its prior year's real estate-tax obligation. Landlord shall hold such additional rent payments in escrow, with no obligation to pay interest thereon, for the sole purpose of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of satisfying Tenant's real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995tax obligation. Tenant shall pay said additional rent have the right at its own cost and expense to Landlord within thirty (30) days after Landlord presents initiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of taxes assessed to Tenant its proportionate share. For or levied upon the purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water Premises and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may required to be paid against Landlord's estate and, if required by law, Tenant may take such action in installments) which the name of Landlord who shall or maycooperate with Tenant to such extent as Tenant may reasonably require, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that ifTenant shall fully indemnity and save Landlord harmless from all loss, any time after the date hereof the methods of taxation shall cost, damage and expense incurred by or to be altered so that in lieu of or incurred by Landlord as a substitute result thereof, and further provided Tenant shall, at Landlord's request, escrow or post a bond for the whole or any part full amount of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from claimed pending such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationproceedings.

Real Property Taxes. Tenant agrees Any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Land or the Building; any tax on Landlord's right to pay receive, or the receipt of, rent or income from the Land or the Building; any assessment levied by a local landscape or lighting maintenance district; any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Landlord throughout Land or the term Building; any tax imposed on this transaction; any tax or increase of taxes based on a reassessment of the Land or the Building due to a change in ownership or transfer of all or part of the Building or Landlord's interest in this Lease, Tenantthe Land or the Building; and any charge or fee replacing any tax previously included within this definition. Real Property Taxes do not include: (i) Landlord's Proportionate Share federal or state net income, franchise, inheritance, gift or estate taxes, (ii) a special assessment levied by any governmental authority or as a result of the removal of any Hazardous Materials caused by Landlord but not by third parties, (iii) reserves for future taxes, or (iv) any documentary transfer taxes arising out of a transfer or sale by Landlord of all real estate taxes and all assessments or a portion of the Building. In the case of any assessment which may be levied evidenced by improvement or other bonds or which may be paid in annual or other periodic installments, Landlord shall elect to cause such assessment to be paid in installments over the maximum period permitted by law. If a reduction in Real Property Taxes is obtained for any year of the Term during which Tenant paid Real Property Taxes in excess of the Base Year Real Property Taxes, then Operating Expenses for such year shall be retroactively adjusted and Landlord shall provide Tenant with a credit against Landlord by the local tax authorities and other governmental agencies. Tenant's proportionate share next due obligations for Tenant's Share of real estate taxes shall be fifty (50%) percent of any increase over the base year which shall be 1995. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers Operating Expenses, or, if none, refund such amount to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord within thirty (30) days after based on such adjustment. Landlord presents agrees to Tenant its proportionate share. For contest increases in the purposes assessed valuation of this Leasethe Building, which affect the term "general real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges tax component of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises Real Property taxes or any part thereof, and all costs incurred other increase in Real Property Taxes customarily protested by Landlord prudent owners of commercial office buildings in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as City of San Diego in a tax which shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute manner appropriate for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationan owner.

Real Property Taxes. Tenant shall pay all general and special real property taxes, assessments (including, without limitation, change in ownership taxes or assessments), liens, bond obligations, license fees or taxes and 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 levied or assessed against the Premises applicable to the period from the Early Occupancy Date with respect to Parcel 1, and the Actual Commencement Date for Parking Lot with respect to Parcel 2, until the expiration or sooner termination of this Lease. Notwithstanding the foregoing provisions, if the Real Property Taxes are not levied and assessed against the Premises as separate tax parcels, then Tenant shall pay Tenant’s pro rata share of all Real Property Taxes which may be levied or assessed by any lawful authority against the land and improvements of the separate tax parcel on which the Premises are located. Tenant’s pro rata share under such circumstances shall be apportioned according to the floor area of the Premises as it relates to the total leasable floor area of all of the buildings (including the Premises) situated in the separate tax parcel in which the Premises is located. Tenant reserves the right to approve any assessment of public improvements that may affect the Premises to the extent Landlord has such night. Any future assessments for public improvements may be paid by Landlord in full or in installments, but Tenant’s contribution will be determined and payable based on the assumption that such assessments were allowed to go to bond and became payable in installments. All Real Property Taxes for the tax year in which the Early Occupancy Date and the Actual Commencement Date for Parking Lot occur 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 for a period of time occurring prior to the Early Occupancy Date and the Actual Commencement Date for Parking Lot or subsequent to the expiration of the Lease term. Tenant agrees to pay to the Landlord throughout taxing authority entitled thereto the term total Real Property Taxes due. Any of this Lease, Tenant's Proportionate Share of all real estate taxes and all assessments which may said payments to be levied against Landlord made directly to the taxing authority shall be made prior to the delinquency date established by the local tax authorities taxing authority, and Tenant shall, concurrently with such payment, deliver evidence of such payment to Landlord. Failure of Tenant to pay said Real Property Taxes as and when herein specified shall, in addition to all other governmental agencies. Tenant's proportionate share rights and remedies of real estate taxes shall be fifty (50%) percent of Landlord hereunder, subject Tenant to any increase over the base year fine, penalty, interest, or cost which shall be 1995Landlord may incur as a result thereof. Tenant will pay its proportionate share of real estate taxes after the end of each calendar year Landlord when the Landlord delivers to Tenant a computation of the Tenant's proportionate Share for the prior calendar year based upon the base year of 1995. Tenant shall pay said additional rent to Landlord shall, within thirty (30) days after demand, reimburse Landlord presents for any such fine, penalty, interest, or cost, together with interest thereon at the Interest Rate. If at any time during the Term under the laws of the United States, or the state, county, municipality, or any political subdivision thereof in which the Premises is located, a tax or excise on rent or any other tax however described is levied or assessed by any such political body against Landlord on account of rent payable to Landlord hereunder or any tax based on or measured by expenditures made by Tenant its proportionate share. For the on behalf of Landlord, such tax or excise shall be considered “Real Property Taxes” for purposes of this Lease, the term "real estate taxes" shall include all real estate taxes, assessments, water and sewer rents (except water meter charges and sewer rent based thereon) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseenSection 10.1, and each and every installment thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease term, be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with, the use, occupancy or possession of or become due and payable out of, or for, the entire demise premises or any part thereof, and all costs incurred by Landlord in contesting or negotiating the same with governmental authority. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes so long as Landlord is contesting or negotiating the same with the governmental authority. Nothing herein contained shall be construed to include as a tax which payable in full by Tenant. Such taxes or excises shall be the basis of real estate taxes, any inheritance, estate succession, transfer gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, any time payable within ten (IO) days after the date hereof the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part Tenant’s receipt of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received xxxx therefor from such real estate, or (b) a license fee measured by the rents receivable by Landlord or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon any portion thereof. In addition to the foregoing, should any governmental authority acting under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or 7 assessment upon or against this Lease, the execution hereof and/or the Minimum Rent, Percentage Rent and other charges payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimbursed Landlord for the amount thereof, as the case may be, after Tenant has received thirty (30) days' written notificationLandlord.