Common use of Tax Expenses Clause in Contracts

Tax Expenses. All taxes, assessments, fees, charges, or other governmental impositions of every kind and nature attributable to the ownership, leasing and operation the Project, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation (and the costs of contesting any of the same), including community improvement district taxes, business license taxes and fees, real estate taxes, real estate excise taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project, or any portion thereof), excluding, however, Impositions, federal and state taxes on income, death taxes, franchise taxes, penalties (but only if Landlord is negligent in paying such taxes in a timely manner), interest, transfer taxes, and any taxes (other than business license taxes and fees and taxes on Landlord’s rental income from the Project but not its other income) imposed or measured on or by the income of Landlord from the operation of the Project. Tax Expenses shall include (except to the extent the same are an Imposition), without limitation: (i) Any tax on the rent, right to rent or other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project's contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises or the improvements thereon. Subject to the remainder of this definition of Tax Expenses, below, tax refunds (other than in connection with a Proposition 8 challenge allocable to the Base Tax Year) shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as additional Rent under Section 4 below for such Expense Year. If Tax Expenses for any period during the Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, subject to the terms of this definition of Tax Expense, Tenant shall pay Landlord within thirty (30) days following demand accompanied by reasonably detailed back-up documentation Tenant's Percentage Share of any such increased Tax Expenses included by Landlord as Building Tax Expenses pursuant to the terms of this Lease. If the property tax assessment for the Project (or any portion thereof) (or Tax Expenses) for the Base Year or any Expense Year does not reflect an assessment (or Tax Expenses) for a one hundred percent (100%) leased, completed and occupied project (such that existing or future leasing, tenant improvements and/or occupancy may result in an increased assessment and/or increased Tax Expenses), Tax Expenses shall be adjusted, on a basis consistent with sound real estate accounting principles, to reflect an assessment for (and Tax Expenses for) a one hundred percent (100%) leased, completed and occupied project. Notwithstanding anything to the contrary set forth in this Lease, if and only if Landlord obtains a reduction in Tax Expenses for the Base Year pursuant to a so-called "Proposition 8" challenge, the amount of Tax Expenses for the Base Year and any Expense Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, in such event the Tax Expenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlord, but shall, nonetheless, be the Tax Expenses due under this Lease; provided that in such event (i) any costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be included in Impositions for purposes of this Lease, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax Expenses, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge that this definition of Tax Expenses is not intended to in any way affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual increase in Tax Expenses (as such statutory increase may be modified by subsequent legislation), or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13, which shall be governed pursuant to the terms of this definition of Tax Expenses. Notwithstanding anything to the contrary set forth in this Lease, only Landlord may institute proceedings to reduce Tax Expenses and the filing of any such proceeding by Tenant without Landlord's consent shall constitute an Event of Default by Tenant after the expiration of applicable notice and cure periods. Notwithstanding the foregoing, Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Tax Expenses.

Tax Expenses. All taxes, assessments, fees, charges, or other governmental impositions of every kind and nature attributable In addition to the ownershipBase Rent set forth in Section 3, leasing and operation Tenant shall pay its share, which is specified in the ProjectBasic Lease Information, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation (and the costs of contesting any of the same), including community improvement district taxes, business license taxes and fees, all real estate taxes, real estate excise taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales property taxes applicable to the receipt land and improvements included within the Lot on which the Premises are situated and one hundred percent (100%) of rent, unless required to be paid by Tenant, all personal property taxes now or hereafter assessed or levied against the Premises or Tenant's personal property. The amount of Tenant's Share of Tax Expenses shall be reviewed from time to time by Landlord and shall be subject to modification by Landlord if there is a change in the rentable square footage of the Premises, the Building and/or the Park. Tenant shall also pay one hundred percent (100%) of any increase in real property taxes attributable, in Landlord's reasonable judgment, to any and all alterations or other improvements of any kind, which are above standard improvements customarily installed for similar buildings located within the Building or the Park (as applicable), whatsoever placed in, on or about the Premises for the benefit of, at the request of, or by Tenant. The term "Tax Expenses" shall mean and include, without limitation, any form of tax and assessment (general, special, supplemental, ordinary or extraordinary), commercial rental tax, payments under any improvement bond or bonds, license fees, license tax, business license fee, rental tax, transaction tax, levy, or penalty imposed upon by authority having the fixturesdirect or indirect power of tax (including any city, machinerycounty, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Projectstate or federal government, or any portion school, agricultural, lighting, drainage or other improvement district thereof), excluding, however, Impositions, federal and state taxes on income, death taxes, franchise taxes, penalties (but only if Landlord is negligent in paying such taxes in a timely manner), interest, transfer taxes, and ) as against any taxes (other than business license taxes and fees and taxes on Landlord’s rental income from the Project but not its other income) imposed legal or measured on or by the income equitable interest of Landlord from in the operation of Premises, the Project. Tax Expenses shall include (except to Building, the extent Lot or the same are an Imposition)Park, without limitation: (i) Any tax on the rent, as against Landlord's right to rent or other income from the Project, or any portion thereof, or as against the Landlord's business of leasing the Project, Premises or the occupancy of Tenant or any portion thereof; (ii) Any assessment, other tax, fee, levy or charge in addition excise, however described, including, but not limited to, any value added tax, or any tax imposed in substitution, substitution (partially or totally, ) of any assessment, tax, fee, levy or charge tax previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project's contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to additional tax the nature of which Tenant is a party, creating or transferring an interest or an estate in was previously included within the Premises or the improvements thereon. Subject to the remainder of this definition of real property taxes. The term "Tax Expenses, below, tax refunds (other than in connection with a Proposition 8 challenge allocable to the Base Tax Year) shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as additional Rent under Section 4 below for such Expense Year. If Tax Expenses for any period during the Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, subject to the terms of this definition of Tax Expense, Tenant shall pay Landlord within thirty (30) days following demand accompanied by reasonably detailed back-up documentation Tenant's Percentage Share of any such increased Tax Expenses included by Landlord as Building Tax Expenses pursuant to the terms of this Lease. If the property tax assessment for the Project (or any portion thereof) (or Tax Expenses) for the Base Year or any Expense Year does not reflect an assessment (or Tax Expenses) for a one hundred percent (100%) leased, completed and occupied project (such that existing or future leasing, tenant improvements and/or occupancy may result in an increased assessment and/or increased Tax Expenses), Tax Expenses shall be adjusted, on a basis consistent with sound real estate accounting principles, to reflect an assessment for (and Tax Expenses for) a one hundred percent (100%) leased, completed and occupied project. Notwithstanding anything to the contrary set forth in this Lease, if and only if Landlord obtains a reduction in Tax Expenses for the Base Year pursuant to a so-called "Proposition 8" challenge, the amount of Tax Expenses for the Base Year and any Expense Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, in such event the Tax Expenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlord, but shall, nonetheless, be the Tax Expenses due under this Lease; provided that in such event (i) any costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be included in Impositions for purposes of this Leaseinclude any franchise, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax Expensesestate, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge that this definition of Tax Expenses is not intended to in any way affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual increase in Tax Expenses (as such statutory increase may be modified by subsequent legislation)inheritance, net income, or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13, which shall be governed pursuant to the terms of this definition of Tax Expenses. Notwithstanding anything to the contrary set forth in this Lease, only Landlord may institute proceedings to reduce Tax Expenses and the filing of any such proceeding by Tenant without excess profits tax imposed upon Landlord's consent shall constitute an Event of Default by Tenant after the expiration of applicable notice and cure periods. Notwithstanding the foregoing, Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Tax Expenses.

Tax Expenses. All taxesIn addition to the Rent set forth in Section 3, assessmentsLessee shall pay its share, feeswhich is defined in the Basic Lease Information, chargesof all real property taxes applicable to the land and improvements included within the Park. The term "Tax Expense" means and includes any form of tax, assessment, general assessment, special assessment, lien, levy, bond obligation, license fee, license tax, tax or excise on rent, or any other governmental impositions of every kind levy, charge or expense, together with any statutory interest thereon, (individually and nature attributable collectively, the "Impositions"), now or hereafter imposed or required by any authority having the direct or indirect power to the ownershiptax, leasing and operation the Project, whether or not directly paid by Landlord, whether including any federal, state, county or municipal city government or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, (individually and whether they be by taxing districts collectively, the "Governmental Agencies") on any interest of Lessor or authorities presently taxing the Project Lessee or by others subsequently created both (including any legal or otherwise, and any other taxes and assessments attributable to the Project equitable interest of Lessor or its operation mortgagee, if any) in the Premises or the Building or the Park, including without limitation: (and a) any Impositions upon, allocable to or measured by the costs of contesting any area of the same)Premises or the Building or the Park, or the rental payable hereunder, including community improvement district taxeswithout limitation, business license taxes and fees, real estate taxes, real estate any gross income tax or excise taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable tax levied by any Governmental Agencies with respect to the receipt of rent, unless required to be paid by Tenant, personal property such rental (except any business and occupation taxes imposed on Lessor's gross income); (b) any Impositions upon or with respect to the fixturespossession, machineryleasing, equipmentoperation, apparatusmanagement, systems maintenance, alteration, repair or use or occupancy by Lessee of the Premises or any portion thereof; (c) any Impositions upon or with respect to the building equipment and equipment, appurtenances, furniture and other personal property used in connection with the Projectoperation and maintenance of the Building or the Park or upon or with respect to the furniture, fixtures and decorations in the common areas of the Building or the Park; (d) any Impositions upon this Lease or this transaction or any portion thereof), excluding, however, Impositions, federal and state taxes on income, death taxes, franchise taxes, penalties document to which Lessee is a party creating or transferring an interest or an estate in the Premises; (but only if Landlord is negligent in paying e) any Impositions by Governmental Agencies (whether or not such taxes in a timely manner), interest, transfer taxes, and any taxes (other than business license taxes and fees and taxes on Landlord’s rental income from the Project but not its other incomeimpositions constitute tax receipts) imposed or measured on or by the income of Landlord from the operation of the Project. Tax Expenses shall include (except to the extent the same are an Imposition), without limitation: (i) Any tax on the rent, right to rent or other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy impositions now or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies including those calculated to increase tax increments to Governmental Agencies and charges may be imposed by governmental agencies to pay for such services as fire protection, water drainage, street, sidewalk and road maintenance, refuse removal and for or other governmental services formerly provided without charge to property owners or occupants; or (f) any and all reasonable costs, andincluding without limitation, the fees of attorneys, tax consultants and experts, reasonably incurred by Lessor in further recognition negotiating or contesting the amount of such real property taxes in formal or informal proceedings before the Governmental Agency imposing such real property taxes; provided, however, that Impositions shall in no event include (i) Lessor's general income, inheritance, estate, gift, franchise or transfer taxes, (ii) Impositions separately assessed and directly attributable to particular improvements for the benefit of, or owned by, other lessees of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental Park or private assessments or the Project's contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessmentpenalties, tax, fee, levy, interest or charge allocable late charges on account of Lessor's failure to or measured by the area pay any of the Premises or the Rent payable hereunderImpositions, including, without limitation, any business or gross income tax or excise tax with respect except to the receipt extent caused by Lessee's failure to pay its share of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises or the improvements thereon. Subject to the remainder of this definition of Tax Expenses, below, tax refunds (other than in connection with a Proposition 8 challenge allocable to the Base Tax Year) shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, Impositions as provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as additional Rent under Section 4 below for such Expense Year. If Tax Expenses for any period during the Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, subject to the terms of this definition of Tax Expense, Tenant shall pay Landlord within thirty (30) days following demand accompanied by reasonably detailed back-up documentation Tenant's Percentage Share of any such increased Tax Expenses included by Landlord as Building Tax Expenses pursuant to the terms of this Lease. If the property tax assessment for the Project (or any portion thereof) (or Tax Expenses) for the Base Year or any Expense Year does not reflect an assessment (or Tax Expenses) for a one hundred percent (100%) leased, completed and occupied project (such that existing or future leasing, tenant improvements and/or occupancy may result in an increased assessment and/or increased Tax Expenses), Tax Expenses shall be adjusted, on a basis consistent with sound real estate accounting principles, to reflect an assessment for (and Tax Expenses for) a one hundred percent (100%) leased, completed and occupied project. Notwithstanding anything to the contrary set forth in this Lease, if and only if Landlord obtains a reduction in Tax Expenses for the Base Year pursuant to a so-called "Proposition 8" challenge, the amount of Tax Expenses for the Base Year and any Expense Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, in such event the Tax Expenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlord, but shall, nonetheless, be the Tax Expenses due under this Lease; provided that in such event (i) any costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be included in Impositions for purposes of this Lease, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax Expenses, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge that this definition of Tax Expenses is not intended to in any way affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual increase in Tax Expenses (as such statutory increase may be modified by subsequent legislation), or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13, which shall be governed pursuant to the terms of this definition of Tax Expenses. Notwithstanding anything to the contrary set forth in this Lease, only Landlord may institute proceedings to reduce Tax Expenses and the filing of any such proceeding by Tenant without Landlord's consent shall constitute an Event of Default by Tenant after the expiration of applicable notice and cure periods. Notwithstanding the foregoing, Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Tax Expenses.Section 7.B.

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

Tax Expenses. All taxes, assessments, fees, charges, or other governmental impositions of every kind and nature attributable In addition to the ownershipBase Rent set forth in SECTION 3, leasing and operation Tenant shall pay its share, which is specified in the ProjectBasic Lease Information, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation (and the costs of contesting any of the same), including community improvement district taxes, business license taxes and fees, all real estate taxes, real estate excise taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales property taxes applicable to the receipt land and improvements included within the Premises and one hundred percent (100%) of rent, unless required to be paid by Tenant, all personal property taxes now or hereafter assessed or levied against the Premises or Tenant's personal property. Tenant shall also pay one hundred percent (100%) of any increase in real property taxes attributable, in Landlord's sole discretion, to any and all alterations, Tenant Improvements or other improvements of any kind whatsoever placed in, on or about the Premises for the benefit of, at the request of, or by Tenant. The term "Tax Expenses" shall mean and include, without limitation, any form of tax and assessment (general, special, supplemental, ordinary or extraordinary), commercial rental tax, payments under any improvement bond or bonds, license fees, license tax, business license fee, rental tax, transaction tax, levy, or penalty imposed upon by authority having the fixturesdirect or indirect power of tax (including any city, machinerycounty, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Projectstate or federal government, or any portion school, agricultural, lighting, drainage or other improvement district thereof), excluding, however, Impositions, federal and state taxes on income, death taxes, franchise taxes, penalties (but only if Landlord is negligent in paying such taxes in a timely manner), interest, transfer taxes, and ) as against any taxes (other than business license taxes and fees and taxes on Landlord’s rental income from the Project but not its other income) imposed legal or measured on or by the income equitable interest of Landlord from in the operation of the Project. Tax Expenses shall include (except to the extent the same are an Imposition)Premises, without limitation: (i) Any tax on the rent, as against Landlord's right to rent or other income from the Project, or any portion thereof, or as against the Landlord's business of leasing the Project, Premises or the occupancy of Tenant or any portion thereof; (ii) Any assessment, other tax, fee, levy or charge in addition excise, however described, including, but not limited to, any value added tax, or any tax imposed in substitution, substitution (partially or totally, ) of any assessment, tax, fee, levy or charge tax previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project's contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises or the improvements thereon. Subject to the remainder of this definition of Tax Expenses, below, additional tax refunds (other than in connection with a Proposition 8 challenge allocable to the Base Tax Year) shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as additional Rent under Section 4 below for such Expense Year. If Tax Expenses for any period during the Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, subject to the terms of this definition of Tax Expense, Tenant shall pay Landlord within thirty (30) days following demand accompanied by reasonably detailed back-up documentation Tenant's Percentage Share of any such increased Tax Expenses included by Landlord as Building Tax Expenses pursuant to the terms of this Lease. If the property tax assessment for the Project (or any portion thereof) (or Tax Expenses) for the Base Year or any Expense Year does not reflect an assessment (or Tax Expenses) for a one hundred percent (100%) leased, completed and occupied project (such that existing or future leasing, tenant improvements and/or occupancy may result in an increased assessment and/or increased Tax Expenses), Tax Expenses shall be adjusted, on a basis consistent with sound real estate accounting principles, to reflect an assessment for (and Tax Expenses for) a one hundred percent (100%) leased, completed and occupied project. Notwithstanding anything to the contrary set forth in this Lease, if and only if Landlord obtains a reduction in Tax Expenses for the Base Year pursuant to a so-called "Proposition 8" challenge, the amount of Tax Expenses for the Base Year and any Expense Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, in such event the Tax Expenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlord, but shall, nonetheless, be the Tax Expenses due under this Lease; provided that in such event (i) any costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be included in Impositions for purposes of this Lease, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax Expenses, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge that this definition of Tax Expenses is not intended to in any way affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual increase in Tax Expenses (as such statutory increase may be modified by subsequent legislation), or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13, which shall be governed pursuant to the terms of this definition of Tax Expenses. Notwithstanding anything to the contrary set forth in this Lease, only Landlord may institute proceedings to reduce Tax Expenses and the filing of any such proceeding by Tenant without Landlord's consent shall constitute an Event of Default by Tenant after the expiration of applicable notice and cure periods. Notwithstanding the foregoing, Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Tax Expenses.the

Tax Expenses. All Tenant’s “Tax Base Year” shall be calendar year 2011. In addition to the Excess Operating Expenses, and as a separate obligation, Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Tax Expenses (defined below) for each calendar year during the Term (after the Tax Base Year) exceed Tax Expenses for the Tax Base Year (the “Excess Tax Expenses”). “Tax Expenses” shall mean real estate taxes, assessments, excises, association dues, fees, chargeslevies, or charges and other governmental impositions taxes of every kind and nature attributable to the ownership, leasing and operation the Project, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation (and the costs of contesting any of the same), including community improvement district taxes, business license taxes and fees, real estate taxes, real estate excise taxeswhatsoever, general and special assessmentsspecial, transit taxesextraordinary and ordinary, leasehold taxes or taxes based upon the receipt of rentforeseen and unforeseen, including gross receipts interest on installment payments, which may be levied or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used assessed against or arise in connection with ownership, use, occupancy, rental, leasing, operation or possession of the ProjectProperty, or paid as rent under any portion thereof), excluding, however, Impositions, federal and state taxes on income, death taxes, franchise taxes, penalties (but only if Landlord is negligent in paying such taxes in a timely manner), interest, transfer taxes, and any taxes (other than business license taxes and fees and taxes on Landlord’s rental income from the Project but not its other income) imposed or measured on or by the income of Landlord from the operation of the Projectground lease. Tax Expenses shall include (except to the extent the same are an Imposition)include, without limitation: (i) Any any tax on the rent, right to rent or other income revenue from the ProjectProperty, or any portion thereof, or as against the business of owning or leasing the ProjectProperty, or any portion thereof; , including any business, gross margins, or similar tax payable by Landlord which is attributable to rent or other revenue derived from the Property, (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project's contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including(iii) personal property taxes for property that is owned by Landlord and used in connection with the operation, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant maintenance and repair of the PremisesProperty, or any portion thereof; and (iv) Any any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises Premises, and (v) any assessment, tax, fee, levy or the improvements thereon. Subject to the remainder of this definition of Tax Expensescharge substituted, belowin whole or in part, tax refunds (other than in connection with a Proposition 8 challenge allocable to the Base Tax Year) shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as additional Rent under Section 4 below for such Expense Year. If Tax Expenses for any period during the Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, subject to the terms of this definition of Tax Expense, Tenant shall pay Landlord within thirty (30) days following demand accompanied by reasonably detailed back-up documentation Tenant's Percentage Share of any such increased Tax Expenses included by Landlord as Building Tax Expenses pursuant to the terms of this Lease. If the property tax assessment for the Project (or any portion thereof) (or Tax Expenses) for the Base Year or any Expense Year does not reflect an assessment (or Tax Expenses) for a one hundred percent (100%) leasedtax previously in existence, completed and occupied project (such that existing or future leasing, tenant improvements and/or occupancy may result assessed in an increased assessment and/or increased Tax Expenses), lieu of a tax increase. Tax Expenses shall be adjustednot include Landlord’s estate, on a basis consistent with sound real estate accounting principlesexcise, to reflect an assessment for income or franchise taxes (and Tax Expenses for) a one hundred percent (100%) leased, completed and occupied project. Notwithstanding anything except to the contrary set forth in this Leaseextent provided above). Tenant shall, if and only if Landlord obtains a reduction in Tax Expenses for the with each monthly payment of Base Year pursuant to a so-called "Proposition 8" challengeRent, the amount pay Landlord’s estimate of Tax Expenses for the Base Year and any Expense Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, in such event the Tenant’s Pro Rata Share of Excess Tax Expenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlordsame manner as provided for Operating Expenses in Sections 4.B, but shall, nonetheless, be the Tax Expenses due under this Lease; provided that in such event (i) any costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be included in Impositions for purposes of this LeaseC, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax ExpensesF. Additionally, but rather the provisions of Sections 4.B, C, and F applicable to Operating Expenses and Excess Operating Expenses shall be the sole property of Landlord. Landlord and Tenant acknowledge that this definition of Tax Expenses is not intended equally applicable to in any way affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual increase in Tax Expenses (as such statutory increase may be modified by subsequent legislation), or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13, which shall be governed pursuant to the terms of this definition of Tax Expenses. Notwithstanding anything to the contrary set forth in this Lease, only Landlord may institute proceedings to reduce Tax Expenses and the filing of any such proceeding by Tenant without Landlord's consent shall constitute an Event of Default by Tenant after the expiration of applicable notice and cure periods. Notwithstanding the foregoing, Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Excess Tax ExpensesExpenses respectively.