CHARGES AND REAL ESTATE TAXES
5.1
(A)
COMMENCING ON THE FIRST ANNIVERSARY OF THE RENT
COMMENCEMENT DATE AND THEREAFTER FOR THE REMAINDER OF THE TERM, TENANT SHALL PAY
TO LANDLORD, AS ADDITIONAL RENT, THE AMOUNT OF THE INCREASE IN OPERATING CHARGES
FOR THE APPLICABLE LEASE YEAR DETERMINED IN ACCORDANCE WITH SECTION 1.29 OVER
THE OPERATING CHARGES FOR THE FIRST LEASE YEAR ("OPERATING CHARGES ESCALATION"),
WHICH FIRST LEASE YEAR OPERATING CHARGES ARE DEEMED TO BE $6.00 PER RENTABLE
SQUARE FOOT.
(B)
TENANT SHALL MAKE MONTHLY PAYMENTS TO LANDLORD ON ACCOUNT OF THE
OPERATING CHARGES ESCALATION, COMMENCING ON THE FIRST ANNIVERSARY OF THE RENT
COMMENCEMENT DATE AND ON THE FIRST DAY OF EACH MONTH THEREAFTER, WHICH AMOUNTS
SHALL CONSTITUTE ADDITIONAL RENT HEREUNDER.
ON OR BEFORE THE END OF EACH LEASE
YEAR, OR AS SOON THEREAFTER AS IS FEASIBLE, LANDLORD SHALL SUBMIT A STATEMENT
("ANNUAL OPERATING CHARGES STATEMENT") TO TENANT, SHOWING THE OPERATING CHARGES
ESCALATION FOR SUCH LEASE YEAR.
IF LANDLORD FAILS TO PROVIDE THE OPERATING
CHARGES STATEMENT BY THE APPLICABLE DATE PROVIDED HEREIN, LANDLORD SHALL NOT BE
DEEMED TO HAVE WAIVED ITS RIGHT TO THEREAFTER PROVIDE SUCH STATEMENT.
F-9
5.2
(A)
COMMENCING ON JULY 1, 2006 AND THEREAFTER FOR THE
REMAINDER OF THE TERM, TENANT SHALL PAY, AS ADDITIONAL RENT, TENANT'S
PROPORTIONATE SHARE OF THE AMOUNT BY WHICH REAL ESTATE TAXES FOR EACH TWELVE
MONTH PERIOD FALLING ENTIRELY OR PARTIALLY WITHIN THE TERM FOLLOWING THE TAX
BASE YEAR EXCEEDS THE BASE YEAR REAL ESTATE TAXES (HEREINAFTER REFERRED TO AS
THE "REAL ESTATE TAXES ESCALATION").
"REAL ESTATE TAXES" SHALL MEAN (1) ALL
REAL ESTATE TAXES, VAULT AND/OR PUBLIC SPACE RENTALS, BUSINESS DISTRICT OR ARENA
TAXES, SPECIAL USER FEES, RATES, AND ASSESSMENTS (INCLUDING GENERAL AND SPECIAL
ASSESSMENTS, IF ANY), ORDINARY AND EXTRAORDINARY, FORESEEN AND UNFORESEEN, OR
ANY PAYMENTS IN LIEU OF OR IN SUBSTITUTION FOR SUCH TAXES, WHICH ARE IMPOSED
UPON LANDLORD OR ASSESSED AGAINST THE PROPERTY OR ANY PORTION(S) THEREOF OR
LANDLORD'S PERSONAL PROPERTY USED IN CONNECTION THEREWITH, (2) ANY OTHER PRESENT
OR FUTURE TAXES OR GOVERNMENTAL CHARGES THAT ARE IMPOSED UPON LANDLORD OR
ASSESSED AGAINST THE PROPERTY OR ANY PORTION(S) THEREOF WHICH ARE IN THE NATURE
OF OR IN SUBSTITUTION FOR OR IN ADDITION TO REAL ESTATE TAXES, INCLUDING ANY TAX
LEVIED ON OR MEASURED BY THE RENTS PAYABLE BY TENANTS OF THE BUILDING, AND (3)
REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' AND CONSULTANTS' FEES AND COURT COSTS) INCURRED BY OR ON BEHALF OF
LANDLORD IN REVIEWING, PROTESTING OR SEEKING A REFUND OR REDUCTION OF REAL
ESTATE TAXES, WHETHER OR NOT SUCH PROTEST IS ULTIMATELY SUCCESSFUL, OR SUCH
REFUND OR REDUCTION IS ULTIMATELY GRANTED (TENANT HEREBY ACKNOWLEDGING AND
AGREEING THAT TENANT SHALL NOT UNDER ANY CIRCUMSTANCES BE ENTITLED TO APPEAL OR
OTHERWISE CONTEST REAL ESTATE TAXES, SUCH RIGHTS OF APPEAL AND CONTEST BEING
WHOLLY RESERVED TO LANDLORD IN ITS SOLE AND ABSOLUTE DISCRETION).
REAL ESTATE
TAXES SHALL NOT INCLUDE ANY INHERITANCE, ESTATE, GIFT, FRANCHISE, CORPORATION,
INCOME OR NET PROFITS TAX ASSESSED AGAINST LANDLORD FROM THE OPERATION OF THE
PROPERTY,