Fill and Sign the Ampquotadditional Rentampquot and a Tenants Ampquotproportionate Shareampquot Form

7.07 Example 4: Measurement Representations and Proportionate Share: Adjustment of Tenant's Proportionate Tax Share The clause is drafted to respond to various changes that might occur within the tenant's office building or shopping center: 7.07. (a) The term "Tenant's Tax Share" shall mean 12.75% constituting the percentage resulting from dividing the number of rentable square feet from time to time included in the Demised Premises (exclusive of the Service Space) and with respect to which Tenant is obligated to make Tenant's Tax Payments pursuant to Section 4.02(B) by the number of rentable square feet in Atrium I, Atrium II and the Retained Premises, which shall be deemed to be 2,750,000 rentable square feet as of the date of this Lease. If at any time after the date hereof rentable square footage of office, retail or other commercial space (exclusive of storage space that is an adjunct to such space) shall be added to or subtracted (by way of remeasurement or otherwise) from Atrium I, the Retained Premises and/or Atrium II, Tenant's Tax Share shall be equitably adjusted so that Tenant pays its proportionate share of Existing Building Taxes in the same proportion which the rentable square feet from time to time included in the Demised Premises (exclusive of the Service Space) as set forth herein bears to the total rentable area of office, retail or other commercial space (exclusive of such storage space) in the improvements as to which such Existing Building Taxes relate, using the same standard of measurement to compute the rentable area of the new or additional space or the subtracted space as that used to compute the rentable area of the Demised Premises for purposes of this Lease. In the event of such adjustment, Landlord and Tenant shall execute an instrument confirming such adjustment and making the appropriate change in Tenant's Tax Share, but no such instrument shall be necessary to make the same effective. (b) If the Ancillary Building shall be conveyed to a third party (other than to an Affiliated Entity), then such amounts with respect to the Ancillary Building as would otherwise constitute Existing Building Taxes shall be excluded from Existing Building Taxes and Tenant's Tax Share shall be equitably increased as of the date of such conveyance such that Tenant pays its proportionate share of the Existing Building Taxes, as so reduced, in the same proportion which the rentable area of the Demised Premises (exclusive of the Service Space) as set forth herein bears to the total rentable area of the improvements as to which such Existing Building Taxes relate, using the same standard of measurement to compute the rentable area of the remaining space as that used to compute the rentable area of the Demised Premises for purposes of this Lease. In the event of such adjustment, Landlord and Tenant shall, at either party's request, execute an instrument confirming such adjustment and making the appropriate change in Tenant's Tax Share, but no such instrument shall be necessary to make the same effective. (c) Tenant acknowledges that Landlord may transfer legal ownership of portions of the Property to entities affiliated with Landlord for purposes of obtaining tax abatements for the Property, for income tax planning purposes or otherwise, and neither the definition of Existing Building Taxes nor of Tenant's Tax Share shall be affected by reason of any such transfers to affiliated entities, except as provided in Section 7.07D below; all of which shall be deemed for purposes hereof to continue to be owned by Landlord. For purposes hereof an "Affiliated Entity" shall mean any entity which controls, is under common control with, or is under the control of, Landlord and the term "control" shall mean the direct or indirect ownership of 50% or more of the outstanding voting stock in a corporation or equivalent ownership interest in a non- corporate entity. (d) If Tenant objects to any adjustment which may be required under this Section 7.07 with respect to Existing Building Taxes or Tenant's Tax Share, such objection must be made in writing by Tenant within forty-five (45) Business Days after receipt of Landlord's determination of such adjustment, specifying in detail the nature of such objection, and failing such notice Landlord's determination shall be conclusive. If Tenant does so object, either party may submit such dispute to arbitration in accordance with the provisions of Article 23, but pending the resolution of such dispute, Landlord's determination of Existing Taxes and Tenant's Tax Share shall control and Tenant shall pay Tenant's Tax Payment (as defined in Section 4.02(B)) in accordance with such determination as a condition precedent to its right to invoke the arbitration process herein provided without prejudice to Tenant's position. In the event of the resolution of such dispute so that there shall have been an overpayment of Tenant's Tax Payment, Landlord shall pay Tenant the credit within forty-five (45) days of such determination. After the termination of this Lease and the payment to Landlord of the balance, if any, of all Basic Annual Rent and Additional Rent due hereunder, Landlord shall pay to Tenant the amount of any credit not previously applied by Tenant. If any such dispute shall involve more than one Tenant of the Property, all of such disputes shall, at Landlord's election, be resolved in one arbitration proceeding designated by Landlord.