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