TIME PRIOR TO OR
DURING THE TERM, IMPOSED OR LEVIED UPON OR ASSESSED AGAINST (I) THE PREMISES OR
ANY PORTION THEREOF, OR (II) THE LAND (INCLUDING COMMON AREAS), AND
(B) LANDLORD'S REASONABLE EXPENSES OF ANY PROCEEDING TO CONTEST, DETERMINE OR
REDUCE ANY OF THE FOREGOING ITEMS INCLUDED IN TAXES, BUT THE AMOUNT OF SPECIAL
TAXES OR SPECIAL ASSESSMENTS INCLUDED IN TAXES SHALL BE LIMITED TO THE AMOUNT OF
THE INSTALLMENT (PLUS ANY INTEREST, OTHER THAN PENALTY INTEREST, PAYABLE
THEREON) OF SUCH SPECIAL TAX OR SPECIAL ASSESSMENT REQUIRED TO BE PAID DURING
THE YEAR IN RESPECT OF WHICH SUCH TAXES ARE BEING DETERMINED.
THERE SHALL BE
EXCLUDED FROM TAXES (X) ALL TAXES ASSESSED ON BUILDINGS LOCATED ON ANY PORTION
OF THE LAND OTHER THAN THE BUILDING, AND (Y) ALL INCOME, ESTATE, SUCCESSION,
INHERITANCE AND TRANSFER TAXES OF LANDLORD; PROVIDED, HOWEVER, THAT IF AT ANY
TIME DURING THE TERM THE PRESENT SYSTEM OF AD VALOREM TAXATION OF REAL PROPERTY
SHALL BE CHANGED SO THAT A CAPITAL LEVY, FRANCHISE, INCOME, PROFITS, SALES,
RENTAL, USE AND OCCUPANCY, OR OTHER TAX OR CHARGE SHALL (A) IN WHOLE OR IN PART
BE SUBSTITUTED FOR SUCH AD VALOREM TAX OR (B) BE IMPOSED SOLELY ON OR WITH
RESPECT TO REAL PROPERTY OR THE INCOME GENERATED THEREBY, AND, IN EITHER CASE,
BE LEVIED AGAINST, OR BE PAYABLE BY, LANDLORD WITH RESPECT TO THE PREMISES OR
ANY PORTION THEREOF, SUCH TAX OR CHARGE SHALL BE INCLUDED IN THE TERM "TAXES"
FOR THE PURPOSES OF THIS ARTICLE.
3.3.2
PAYMENT OF TAXES.
BEGINNING ON THE COMMENCEMENT
DATE, TENANT SHALL PAY TO LANDLORD FOR EACH TAX YEAR, AS ADDITIONAL RENT, AN
AMOUNT EQUAL TO TENANT'S PROPORTIONATE SHARE OF THE TAXES.
SUCH AMOUNT SHALL BE
APPORTIONED (I) TO ACCOUNT FOR ANY ADJUSTMENT IN TENANT'S PROPORTIONATE SHARE
DURING ANY TAX YEAR, AND (II) FOR ANY PARTIAL TAX YEAR THAT FALLS IN ANY PORTION
OF THE TERM.
ESTIMATED PAYMENTS BY TENANT ON ACCOUNT OF TAXES SHALL BE MADE ON
THE FIRST DAY OF EACH AND EVERY CALENDAR MONTH DURING THE TERM OF THIS LEASE, IN
THE FASHION HEREIN PROVIDED FOR THE PAYMENT OF BASE RENT.
PROMPTLY AFTER
RECEIPT BY LANDLORD OF BILLS FOR SUCH TAXES, LANDLORD SHALL PROVIDE COPIES OF
SUCH BILLS TO TENANT ALONG WITH LANDLORD'S ALLOCATION OF THE TAXES AND
LANDLORD'S COMPUTATION OF TENANT'S PAYMENT ON ACCOUNT THEREOF.
IF ESTIMATED
PAYMENTS THERETOFORE MADE BY TENANT FOR THE TAX YEAR COVERED BY SUCH BILLS
EXCEED THE REQUIRED PAYMENT ON ACCOUNT THEREOF FOR SUCH TAX YEAR, LANDLORD SHALL
PROMPTLY REFUND SUCH OVERPAYMENT TO TENANT (LESS ANY AMOUNT THEN OWED TO
LANDLORD BY TENANT UNDER THIS LEASE, IN WHICH CASE LANDLORD PROMPTLY SHALL
NOTIFY TENANT OF SUCH OFFSET ); BUT IF THE REQUIRED PAYMENTS ON ACCOUNT THEREOF
FOR SUCH TAX YEAR ARE GREATER THAN ESTIMATED PAYMENTS THERETOFORE MADE ON
ACCOUNT THEREOF FOR SUCH TAX YEAR, TENANT SHALL PAY THE DIFFERENCE TO LANDLORD
WITHIN THIRTY (30) DAYS AFTER BEING SO ADVISED BY LANDLORD, AND THE OBLIGATION
TO MAKE SUCH REFUND OR PAYMENT FOR
7
ANY PERIOD