<br />4.2.3 all inspection fees, taxes, bonds, permits, certificates, assessments and
<br />sales, use, property or other taxes, fees or tolls of any nature whatsoever (together with any
<br />related interest or penalties) now or hereafter imposed against Landlord or Tenant by any federal,
<br />state, county or local governmental authority upon or with respect to the Premises or the use
<br />thereof or upon the possession, leasing, use, operation or other disposition thereof or upon the
<br />rents, receipts or earnings arising therefrom or upon or with respect to this Lease; and
<br />
<br />4.2.4 all taxes assessed against and levied upon trade fixtures, furnishings,
<br />equipment, and all other personal property of Tenant contained in the Premises or elsewhere,
<br />which Tenant shall cause to be separately assessed and billed directly to Tenant.
<br />
<br />Tenant shall pay when due or reimburse and indemnify and hold Landlord harmless from and
<br />against any Taxes. Notwithstanding the foregoing, the term "Taxes" shall not include any
<br />general income taxes, inheritance taxes, and estate taxes imposed upon Landlord.
<br />
<br />4.3 Tenant's Right to Contest Taxes.
<br />
<br />4.3.1 Tenant shall have the right, at its sole cost and expense, to contest the
<br />amount or validity, in whole or in part, of any Taxes by appropriate proceedings diligently
<br />conducted in good faith, but no such contest shall be carried on or maintained by Tenant after the
<br />time limit for the payment of any Taxes unless Tenant shall (i) pay the amount involved under
<br />protest; (ii) procure and maintain a stay of all proceedings to enforce any collection of any Taxes,
<br />together with all penalties, interest, costs and expenses, by a deposit of a sufficient sum of
<br />money, or by such undertaking, as may be required or permitted by law to accomplish such stay;
<br />or (iii) deposit with Landlord, as security for the performance by Tenant of its obligations
<br />hereunder with respect to such Taxes, 100% of such contested amount or such other reasonable
<br />security as may be demanded by Landlord to insure payment of such contested Taxes and all
<br />penalties, interest, costs and expenses which may accrue during the period of the contest. Upon
<br />the termination of any such proceedings, Tenant shall pay the amount of such Taxes or part
<br />thereof, as finally determined in such proceedings, together with any costs, fees (including all
<br />reasonable attorneys' fees and expenses), penalties or other liabilities in connection therewith;
<br />provided, however, that if Tenant has deposited cash or cash equivalents with Landlord as
<br />security under clause (iii) above, then, so long as no default exists under this Lease, Landlord
<br />shall arrange to pay such Taxes (or part thereof) together with the applicable costs, fees and
<br />liabilities as described above out of such cash or cash equivalents and return any unused balance,
<br />· if any, to Tenant. Otherwise, Landlord shall return to Tenant all amounts, if any, held by or on
<br />behalf of Landlord which were deposited by Tenant in accordance with such clause (iii).
<br />
<br />4.3.2 Tenant shall have the right, at its cost and expense, to seek a reduction in
<br />the valuation of the Premises as assessed for tax purposes and to prosecute any action or
<br />proceeding in connection therewith. Provided Tenant is not in default hereunder, Tenant shall be
<br />authorized to retain any tax refund of any tax paid by Tenant.
<br />
<br />4.3.3 Landlord agrees that whenever Landlord's cooperation is required in any
<br />proceeding brought by Tenant to contest any tax, Landlord will reasonably cooperate therein,
<br />provided same shall not entail any cost, liability or expense to Landlord. Tenant shall pay,
<br />
<br />- 7 -
<br />
|