Draft lease for 7 World Trade Center, March 1998

NYC 9/11 Public Portal Document

Excluded (unless in substitution in whole or in part for Taxes and Real Estate Taxes) from the foregoing enumerations of Taxes and Real Estate Taxes will be (i) any income, franchise, inheritance, capital stock, excise, excess profits, occupancy or rent, gift, estate, payroll or stamp taxes or foreign ownership or control taxes or any capital gains tax, deed tax, transfer tax and mortgage recording tax imposed by municipal, state or federal law, (ii) any expenses incurred by Landlord, or Landlord's estate, including payments to attorneys and appraisers, in contesting the Taxes and Real Estate Taxes by tax certiorari proceedings and such expenses and payments shall be the obligation of Landlord, and (iii) any Taxes resulting from an increase of the assessed value of the Building attributable to additions or capital improvements (other than replacements) to the Building unless such addition or capital improvement was made in whole or in part for the benefit of tenants generally. As of the date hereof, to the best of Landlord's knowledge, the only Taxes affecting the Building and/or the Land are the real estate taxes payable to the City of New York as Pilot.

Tenant covenants and agrees that for each lease year of the Term commencing with July 1, 1998, where the total annual Real Estate Taxes imposed or assessed upon the land and Building for such lease year is greater than the Tax base for the New York City fiscal year 1997/1998 (hereinafter referred to as the "Real Estate Tax Base Year”), Tenant shall pay to Landlord as additional rent, a sum equal to two point five nine percent (2.59%) of such increase, which represents Tenant's proportionate share of such increase. The amount of such additional rent payable for any lease year having a duration of less than twelve (12) months shall be prorated.

The Tax base for the Real Estate Tax Base Year shall be the annual Real Estate Taxes finally imposed or assessed on the Land and Building for the Real Estate Tax Base Year.

Appropriate credit shall be given for any refund obtained by reason of a reduction in the assessed valuation made by the assessors or the courts at any time during this Lease or at any time thereafter taking into account Landlord's costs in obtaining any such reduction. The original computations, as well as payments of additional rent, if any, under the provisions of this Article, shall be based on the original assessed valuation with adjustments to be made if and when the Tax refund, if any, has been paid to Landlord.

If the assessment of the land and Building shall be reduced for the Real Estate Tax Base Year as a result of protests of proceedings filed therefor, then the Tax base shall be amended to the amount actually collectible by the City of New York for the base fiscal tax year on the corrected assessment. Landlord shall use reasonable efforts to notify Tenant in writing each time a tax assessment is challenged. This paragraph shall also apply to the Base Pilot Square Foot Factor.

1. The term "Pilot" shall mean (i) such payments as the Port Authority has agreed to pay the City of New York under an agreement dated 1967 as it may have been or may be hereafter supplemented or amended (the "City Agreement") and (ii) all payments in lieu of Real Estate Taxes or assessments which may be agreed upon between the Port Authority and any

F:\CR\LHC\ 4219.1016\NEWLSE.7 11

NYC-WTC_000169851