REASONABLE EXPENSES, INCLUDING FEES AND
DISBURSEMENTS OF ATTORNEYS, TAX CONSULTANTS, ARBITRATORS, APPRAISERS, EXPERTS
AND OTHER WITNESSES, INCURRED BY LANDLORD IN CONTESTING ANY TAXES OR THE
ASSESSED VALUATION OF ALL OR ANY PART OF THE PROJECT.
TENANT ACKNOWLEDGES THAT
TAXES "FOR" A GIVEN CALENDAR YEAR ARE THOSE TAXES WHICH ACCRUE AND ARE ASSESSED
FOR THE PROJECT IN SUCH CALENDAR YEAR EVEN IF PAID IN A LATER YEAR.
IF AT ANY
TIME DURING THE TERM THERE SHALL BE LEVIED, ASSESSED, OR IMPOSED ON LANDLORD OR
ALL OR ANY PART OF THE PROJECT BY ANY GOVERNMENTAL ENTITY ANY GENERAL OR SPECIAL
AD VALOREM OR OTHER CHARGE OR TAX DIRECTLY UPON RENTS RECEIVED UNDER LEASES, OR
IF ANY FEE, TAX, ASSESSMENT, OR OTHER CHARGE IS IMPOSED WHICH IS MEASURED BY OR
BASED, IN WHOLE OR IN PART, UPON SUCH RENTS, OR IF ANY CHARGE OR TAX IS MADE
BASED DIRECTLY OR INDIRECTLY UPON THE TRANSACTIONS REPRESENTED BY LEASES OR THE
OCCUPANCY OR USE OF THE PROJECT OR ANY PORTION THEREOF, SUCH TAXES, FEES,
ASSESSMENTS OR OTHER CHARGES SHALL BE DEEMED TO BE TAXES.
NOTWITHSTANDING THE
FOREGOING, ANY (A)
FRANCHISE, CORPORATION, INCOME OR NET PROFITS TAX, UNLESS
SUBSTITUTED FOR REAL ESTATE TAXES OR IMPOSED AS ADDITIONAL CHARGES IN CONNECTION
WITH THE OWNERSHIP OF THE PROJECT, WHICH MAY BE ASSESSED AGAINST LANDLORD OR THE
PROJECT OR BOTH, (B) TRANSFER TAXES ASSESSED AGAINST
5
LANDLORD OR THE PROJECT OR BOTH, (C) PENALTIES OR INTEREST ON ANY LATE PAYMENTS
OF LANDLORD AND, (D) PERSONAL PROPERTY TAXES OF TENANT OR OTHER TENANTS IN THE
PROJECT SHALL BE EXCLUDED FROM TAXES.
IF ANY OR ALL OF THE TAXES PAID HEREUNDER
ARE BY LAW PERMITTED TO BE PAID IN INSTALLMENTS, NOTWITHSTANDING HOW LANDLORD
PAYS THE SAME, THEN, FOR PURPOSES OF CALCULATING OPERATING COSTS, SUCH TAXES
SHALL BE DEEMED TO HAVE BEEN DIVIDED AND PAID IN THE MAXIMUM NUMBER OF
INSTALLMENTS PERMITTED BY LAW, AND THERE SHALL BE INCLUDED IN OPERATING COSTS
FOR EACH YEAR ONLY SUCH INSTALLMENTS AS ARE REQUIRED BY LAW TO BE PAID WITHIN
SUCH YEAR, TOGETHER WITH INTEREST THEREON AND ON FUTURE SUCH INSTALLMENTS AS
PROVIDED BY LAW; (F) LEGAL AND ACCOUNTING COSTS INCURRED BY LANDLORD OR PAID BY
LANDLORD TO THIRD PARTIES (EXCLUSIVE OF LEGAL FEES WITH RESPECT TO DISPUTES WITH
INDIVIDUAL TENANTS, NEGOTIATIONS OF TENANT LEASES, OR WITH RESPECT TO THE
OWNERSHIP RATHER THAN THE OPERATION OF THE PROJECT), APPRAISAL FEES, CONSULTING
FEES, ALL OTHER PROFESSIONAL FEES AND DISBURSEMENTS AND ALL ASSOCIATION DUES;
(G) COST OF NON-CAPITALIZED REPAIRS AND GENERAL MAINTENANCE FOR THE PROJECT
(EXCLUDING REPAIRS AND GENERAL MAINTENANCE PAID BY PROCEEDS OF INSURANCE OR BY
TENANT, OTHER TENANTS OF THE PROJECT OR OTHER THIRD PARTIES); (H) AMORTIZATION
OF THE COST OF IMPROVEMENTS OR EQUIPMENT WHICH ARE CAPITAL IN NATURE AND WHICH
(I) ARE FOR THE PURPOSE OF REDUCING OPERATING COSTS FOR THE PROJECT, UP TO THE
AMOUNT SAVED AS A RESULT OF THE INSTALLATION THEREOF, AS REASONABLY ESTIMATED BY
LANDLORD, OR (II) ENHANCE THE PROJECT FOR THE GENERAL BENEFIT OF TENANTS OR
OCCUPANTS THEREOF,