OF THIS LEASE, AS THE
COMMENCEMENT DATE, THE RENT COMMENCEMENT DATE AND THE EXPIRATION DATE AND TENANT
SHALL EXECUTE SUCH AGREEMENT AND RETURN IT TO LANDLORD WITHIN FIFTEEN (15)
CALENDAR DAYS THEREAFTER.
ANY FAILURE OF THE PARTIES TO EXECUTE SUCH WRITTEN
AGREEMENT SHALL NOT AFFECT THE VALIDITY OF THE COMMENCEMENT DATE, THE RENT
COMMENCEMENT DATE OR THE EXPIRATION DATE AS FIXED AND DETERMINED BY LANDLORD AS
AFORESAID.
7
ARTICLE 3
ADDITIONAL RENT
3.01
A.
FOR PURPOSES
HEREOF, THE FOLLOWING DEFINITIONS SHALL APPLY:
(A)
THE TERM "TAX YEAR" SHALL MEAN EACH PERIOD
OF TWELVE MONTHS WHICH INCLUDES ANY PART OF THE PERIOD COMMENCING ON THE DATE
HEREOF AND ENDING UPON THE EXPIRATION OF THE TERM WHICH NOW OR HEREAFTER IS OR
MAY BE DULY ADOPTED AS THE FISCAL YEAR FOR REAL ESTATE TAX PURPOSES FOR JERSEY
CITY, NEW JERSEY.
(B)
THE TERM "TAXES" SHALL MEAN THE AGGREGATE
AMOUNT OF REAL ESTATE TAXES AND ANY GENERAL OR SPECIAL ASSESSMENTS (EXCLUSIVE OF
PENALTIES AND INTEREST THEREON) IMPOSED UPON THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, (I) ASSESSMENTS MADE UPON OR WITH RESPECT TO ANY "AIR" AND
"DEVELOPMENT" RIGHTS NOW OR HEREAFTER APPURTENANT TO OR AFFECTING THE PROPERTY,
AND (II) ANY ASSESSMENTS LEVIED AFTER THE DATE OF THIS LEASE FOR PUBLIC BENEFITS
TO THE PROPERTY OR THE BUILDING OR PLAZA II (ANY ASSESSMENTS IF PAYABLE IN
INSTALLMENTS OR WHICH MAY BE PAYABLE IN INSTALLMENTS AT LANDLORD'S ELECTION,
SHALL BE DEEMED PAYABLE IN THE MAXIMUM PERMISSIBLE NUMBER OF INSTALLMENTS). WITH
RESPECT TO ANY TAX YEAR, ALL REASONABLE EXPENSES AND FEES, INCLUDING ATTORNEYS'
FEES AND DISBURSEMENTS AND EXPERTS' AND OTHER WITNESSES' FEES, INCURRED IN
CONTESTING THE VALIDITY OR AMOUNT OF ANY TAXES OR IN OBTAINING A REFUND OF TAXES
SHALL BE CONSIDERED AS PART OF THE TAXES FOR SUCH TAX YEAR.
EXCEPT AS SET FORTH
ABOVE, AND EXCEPT AS PROVIDED IN THE FOLLOWING SENTENCE WITH RESPECT TO CHANGES
IN THE METHOD OF TAXATION OR IN THE TAXING AUTHORITY, THE TERM "TAXES" SHALL NOT
INCLUDE ANY INCOME, FRANCHISE, TRANSFER, INHERITANCE, CAPITAL STOCK, ESTATE,
PROFIT OR SUCCESSION TAX LEVIED AGAINST LANDLORD, OR ANY TRANSFER TAXES OR ANY
LATE PAYMENT CHARGES OR PENALTIES (UNLESS TENANT SHALL HAVE FAILED TO TIMELY
MAKE ANY CORRESPONDING PAYMENT ON ACCOUNT OF TAXES PAYABLE BY TENANT UNDER THIS
LEASE).
IF DUE TO A FUTURE CHANGE IN THE METHOD OF TAXATION OR IN THE TAXING
AUTHORITY, (X) A NEW OR ADDITIONAL REAL ESTATE TAX OR (Y) A NEW INCOME,
FRANCHISE, TRANSFER, INHERITANCE, CAPITAL STOCK, ESTATE, PROFIT OR SUCCESSION
TAX OR OTHER TAX OR GOVERNMENTAL IMPOSITION, HOWEVER DESIGNATED, SHALL BE LEVIED
AGAINST LANDLORD AND/OR THE PROPERTY, IN ADDITION TO OR IN SUBSTITUTION IN WHOLE
OR IN PART FOR ANY TAX WHICH WOULD CONSTITUTE TAXES, OR IN LIEU OF ADDITIONAL
TAXES, SUCH TAX OR IMPOSITION SHALL BE DEEMED FOR THE PURPOSES HEREOF TO BE
INCLUDED WITHIN THE TERM "TAXES" (PROVIDED THAT ANY SUCH TAX DESCRIBED IN THIS
CLAUSE (Y) SHALL BE COMPUTED AS IF LANDLORD'S SOLE ASSET WERE THE LAND AND THE
BUILDING).
LANDLORD REPRESENTS THAT, AS OF