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• (c) Taxes. "Taxes"shall mean the aggregate of the real estate taxes, assessments and
<br /> other governmental charges, general and special (including, without limitation,
<br /> assessments for public improvements or benefits and interest on unpaid installments
<br /> thereof) which may be levied or assessed against, or become liens upon, the
<br /> Property,or which arise out of the use,occupancy or possession thereof,provided,
<br /> the term "Taxes" shall not include inheritance, estate, succession, transfer, gift,
<br /> franchise, corporation, income or profit taxes imposed upon Landlord,no interest
<br /> or penalties imposed upon Landlord for Landlord's delinquent payment of Taxes.
<br /> Landlord agrees to pay before they become delinquent,all Taxes lawfully due and
<br /> payable with respect to the Building and the Property; provided,Landlord may,at
<br /> its sole discretion, pay any special assessments in installments when allowed by
<br /> law, in which case each installment included in Taxes shall include any interest
<br /> charged.If Landlord elects not to pay any such special assessments in installments,
<br /> Taxes in any year shall nonetheless include only such amounts as would have been
<br /> . included had Landlord elected to pay such special assessments in installments over
<br /> the longest period available, including interest thereon. If at any time during the
<br /> term of this Lease the present method of taxation shall be changed so that-in lieu of
<br /> the whole or any part of any Taxes there shall be levied, assessed or imposed on
<br /> Landlord a capital levy or other tax'directly on the rents received therefrom and/or
<br /> a franchise tax, assessment, levy or charge measured by or based, in whole or in
<br /> part, upon such rents for the present, or any future, building or buildings on the
<br /> Property, then all such taxes, assessments, levies or charges,or the part thereof so
<br /> measured or based, shall be deemed to be included within the term Taxes for the
<br /> purposes of this Lease. Landlord shall appeal the assessment of the Property when .
<br /> Landlord deems it appropriate and Tenant shall not prosecute an appeal of the
<br /> assessment of the Building without Landlord's prior written consent.
<br /> 8. Landlord's Maintenance Responsibilities. Landlord shall maintain in good repair,
<br /> reasonable wear and tear and casualty excepted,all parts of the Common Area,the exterior of the Building
<br /> and all structural elements of the Building, including footings, foundation,walls and roof, making all
<br /> necessary repairs and replacements;whether ordinary or extraordinary,structural or nonstructural."Common
<br /> Area"shall refer to all areas designed and designated by Landlord for common use or benefit within the outer
<br /> • limits of the Total Site,including but not by way of limitation,hallways,elevators.restrooms,utility rooms,
<br /> and corridors.The Common Area shall not include commercial areas intended for renting as the same shall
<br /> exist from time to time,or roads within the outer property limits,while maintained by public authority.The
<br /> Common Area and/or the Building may be expanded,contracted or changed by Landlord from time to time
<br /> as deemed desirable by Landlord in its sole discretion; provided, such changes shall not permanently and
<br /> materially impair the utility of the Premises for the conduct of Tenant's intended use. Tenant shall promptly
<br /> give Landlord written notice of any defect or need for such repairs,and after receipt of such written notice
<br /> from Tenant..Landlord shall have a reasonable opportunity to repair the same or cure such defect. The term
<br /> `=walls", as used in this Paragraph 8, shall not include windows, glass or plate glass, doors, special store
<br /> fronts or office entries.
<br /> 9. Tenant's Maintenance Responsibilities. Tenant shall,at its own cost and expense,keep and
<br /> maintain all parts of the Premises in good condition, and shall promptly make all necessary repairs and
<br /> replacements,including,but not limited to,windows,doors,any special entry,interior walls and finish work,
<br /> floors and floor coverings, water heaters, plumbing work and fixtures, HVAC equipment servicing the
<br /> • Premises,termite and pest extermination, regular removal of trash and debris and keeping the whole of the
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