CONNECTION WITH ANY
SUCH PROCEEDING BROUGHT BY LESSEE, AND LESSEE COVENANTS TO PAY, AND TO INDEMNIFY
AND SAVE HARMLESS LESSOR FROM, ANY SUCH COSTS OR EXPENSES. IN ADDITION, LESSEE
SHALL HOLD LESSOR HARMLESS FROM ANY INCREASE IN TAXES RESULTING SOLELY FROM
LESSEE'S PROCEEDINGS WHICH MAY EXTEND BEYOND THE DEMISED TERM.
LESSEE SHALL BE
ENTITLED TO ANY REFUND OF ANY SUCH TAX AND PENALTIES OR INTEREST THEREON WHICH
HAVE BEEN PAID BY LESSEE OR WHICH HAVE BEEN PAID BY LESSOR AND REIMBURSED TO
LESSOR BY LESSEE.
SECTION 3.06.
THE CERTIFICATE, ADVICE OR BILL OF THE APPROPRIATE
OFFICIAL DESIGNATED BY LAW TO MAKE OR ISSUE THE SAME OR TO RECEIVE PAYMENT OF
ANY SUCH TAX, OF THE NON-PAYMENT OF ANY SUCH TAX, SHALL BE PRIMA FACIE EVIDENCE
THAT SUCH TAX WAS DUE AND UNPAID AT THE TIME OF THE MAKING OR ISSUANCE OF SUCH
CERTIFICATE, ADVICE OR BILL.
4
SECTION 3.07.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT LESSEE SHALL
NOT BE REQUIRED TO PAY, OR REIMBURSE LESSOR FOR (I) ANY FEDERAL CAPITAL LEVY,
FRANCHISE TAX, REVENUE TAX, INCOME TAX OR PROFITS TAX OF LESSOR, OR ANY SUCH TAX
IMPOSED AFTER THE DATE HEREOF, BY THE STATE IN WHICH THE DEMISED PREMISES ARE
LOCATED, OR (II) ANY ESTATE, INHERITANCE, DEVOLUTION, SUCCESSION, TRANSFER,
STAMP, LEGACY OR GIFT TAX WHICH MAY BE IMPOSED UPON OR WITH RESPECT TO ANY
TRANSFER (OTHER THAN STAMP TAXES IN CONNECTION WITH A CONVEYANCE BY LESSOR TO
LESSEE) OF LESSOR'S INTEREST IN THE DEMISED PREMISES AND IMPROVEMENTS.
SECTION 3.08.
IN THE EVENT THAT LESSEE SHALL FAIL TO PAY TAXES AS THEY
BECOME DUE AND PAYABLE AND BEFORE ANY PENALTIES OR INTEREST MAY ACCRUE ON MORE
THAN THREE OCCASIONS DURING ANY FIVE YEAR PERIOD OF THE DEMISED TERM, LESSOR MAY
REQUIRE THAT LESSEE PAY TO LESSOR ON EACH DATE THAT A REGULARLY SCHEDULED
PAYMENT OF RENT IS DUE A SUM EQUAL TO ONE-TWELFTH OF THE AMOUNT WHICH WOULD BE
SUFFICIENT TO PAY THE TAXES PAYABLE DURING THE NEXT ENSUING PAYMENT PERIOD WHICH
SHALL BE DEPOSITED INTO AN ESCROW FUND ("ESCROW FUND") BY LESSOR.
LESSEE AGREES
TO NOTIFY LESSOR OF ANY CHANGES TO THE AMOUNTS, SCHEDULES AND INSTRUCTIONS FOR
PAYMENT OF ANY TAXES OF WHICH IT HAS OBTAINED KNOWLEDGE AND AUTHORIZES LESSOR OR
ITS AGENT TO OBTAIN THE BILLS FOR TAXES DIRECTLY FROM THE APPROPRIATE TAXING
AUTHORITY.
LESSOR WILL APPLY THE ESCROW FUND TO PAYMENTS OF TAXES REQUIRED TO
BE MADE BY LESSEE PURSUANT TO ARTICLE 3 HEREOF.
IF THE AMOUNT OF THE ESCROW
FUND SHALL EXCEED THE AMOUNTS DUE FOR TAXES, LESSOR SHALL RETURN ANY EXCESS TO
LESSEE OR CREDIT SUCH EXCESS AGAINST FUTURE PAYMENTS TO BE MADE TO THE ESCROW
FUND.
IF THE ESCROW FUND IS NOT SUFFICIENT TO PAY TAXES, LESSEE SHALL PROMPTLY
PAY TO LESSOR, UPON DEMAND, AN AMOUNT WHICH SHALL BE SUFFICIENT TO MAKE UP THE
DEFICIENCY.
ARTICLE FOUR
USE AND COMPLIANCE WITH LAWS, ETC.
SECTION 4.01.
LESSOR AGREES THAT LESSEE MAY USE THE DEMISED PREMISES
AND IMPROVEMENTS FOR (I) A BUS STORAGE AND TRANSPORTATION