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<br />foregoing, Tenant shall have no obligation to pay for the Real Property Taxes due for the period prior
<br />to the Commencement Dare. even if those Real Propeny Taxes are not assessed until after (he
<br />Commencement Date. Further, Tenant shall have no obligation to pay any penalties or interest
<br />assessed with respect to the Premises for a period prior to the Commencement Date, even if such
<br />penalties or interest are not assessed until after the Commencement Date. If pa)ments made by
<br />Tenant are applied by the assessing authority to unpaid Real Property Taxes (including without
<br />limitation, any interest or penalties thereon) respecting a period prior to the Commencement Date,
<br />then Lmdlord shall be responsible for the Real Property Taxes (and all resulting interest and
<br />penalties thereon) which Tenant had attempted to pay, but which were diverted to pay earlier Real
<br />Property Taxes (including without limitation, all interest and penalties included therein)
<br />
<br />B. As used herein, "Real Property Taxes" shall mean collectively any form of
<br />ad valorem tax or assessment (including, without lim.itation, all assessments for public improvements
<br />or benefits, whether or not commenced or completed prior to the date hereof and whether or not to
<br />be completed during the entire Term of rhis Lease), ground rents, water, sewer or other rents and
<br />charges, excises, tax levies, fees (including without limitation license, permit, inspection,
<br />authorizatIon and similar fees) and all other governmental charges, general, special, ordinary or
<br />extraordinary, or foreseen or unforeseen, of every character in respect of the Premises or the business
<br />being conducted thereon and any license fee, commercial rental tax, improvement bond or bonds,
<br />levy or tax (other than inheritance, personalmcome or estate taxes) imposed on the Prem.ises by any
<br />authority having the direct or indirect power to tax, including any city, state or federal government
<br />or any school, agricultural, sanitary, fire. street, drainage or other improvement district thereof, as
<br />against any legal or equitable interest of Landlord in the Premises or in the real property of which
<br />the Premises are a part, as against Landlord's right to rent or other income therefrom, and as against
<br />Landlord's business of leasing the Premises, including any tax, fee, levy, assessment or ch3rge (i) in
<br />substitution of, partially or totally, any tax, fee, levy, assessment or charge hereinabove included, (ii)
<br />the nature of which was hereinbefore included within this definition, or (iii) which is imposed by
<br />reason of this Lease transaction, any modifications or changes hereto, or any transfers hereof.
<br />
<br />C. Tenant shall pay prior to delinquency all taxes assessed against and levied
<br />upon trade fIxtures, furnishings, equipment and all other personal property of Tenant contained in
<br />the property or elsewhere. Tenant shall cause said trade fixtures, furnishings, equipment and aJ]
<br />other personal property to be assessed and billed separately from the real property of Landlord If
<br />any of Tenant's said personal property shall be assessed with Landlord's real property. Tenant shall
<br />pay Landlord the taxes attributable to Tenant within ten (10) days after receipt of a ,written statement
<br />setting forth the taxes applicable to Tenant's property.
<br />
<br />D. If Tenant shall, in good faith and with due dIligence, contest the validity of
<br />any Real Property Taxes, then Tenant shall. after prior wnllen notice to Landlord, at its sole cost and
<br />expense, defend itself and Landlord against the same and shall pay and satisfy any such adverse
<br />judgment that may be rendered thereon before the enforcement thereof against Landlord or the
<br />Premises, provided that (i) neither the Premises, nor any part thereof. would be in an)' d~lDger of
<br />being sold, forfeited, lost or interfered with, or cause any default under a.n)' mortgage or deed of trust
<br />
<br />MLA.95101J71248.[
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