Tenant shall pay to Manager an amount equal to any sales, use, commercial activity tax, gross receipts, value added, excise or similar taxes assessed against Manager by any Governmental Authority that are calculated on Reimbursable Expenses required to be paid by Tenant under this Agreement, other than income, gross receipts, franchise or similar taxes assessed against Manager on Manager’s income. Tenant and Manager agree to cooperate in good faith to minimize the taxes assessed against Manager, Tenant and the Managed Facilities, including taxes assessed against Tenant in connection with paying Reimbursable Expenses directly to the applicable third-party vendor, so long as such actions are commercially reasonable and could not reasonably be expected to, and do not, result in an adverse impact in any material respect on Manager, Tenant or the Managed Facilities. In the event of any dispute regarding appropriate actions to be taken to minimize taxes assessed against Manager, Tenant and the Managed Facilities, such dispute may be submitted by either Tenant or Manager for Expert Resolution in accordance with Article XVIII .