BE DEEMED TO BE AN IMPOSITION LEVIED
AGAINST THE PREMISES.
3.04
CONTEST. TENANT SHALL HAVE THE RIGHT TO CONTEST (IN THE CASE OF ANY
ITEM INVOLVING MORE THAN $10,000, AFTER WRITTEN NOTICE TO LANDLORD) THE AMOUNT
OR VALIDITY, IN WHOLE OR IN PART, OF ANY IMPOSITION BY APPROPRIATE LEGAL
PROCEEDINGS DILIGENTLY CONDUCTED IN GOOD FAITH, AT TENANT'S SOLE COST AND
EXPENSE, PROVIDED THAT (A) NO DEFAULT (AS DEFINED IN SECTION 16.01 BELOW) BY
TENANT HAS OCCURRED AND IS CONTINUING; (B) SUCH PROCEEDING SHALL BE PERMITTED
UNDER AND BE CONDUCTED IN ACCORDANCE WITH THE PROVISIONS OF ANY OTHER INSTRUMENT
TO WHICH TENANT IS BOUND AS A DIRECT PARTY AND ANY REAS (AS DEFINED IN SECTION
9.04 BELOW) AND SHALL NOT CONSTITUTE A DEFAULT THEREUNDER AND SUCH PROCEEDING
SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS; (C) NO PROPERTY
LOCATION NOR ANY PART THEREOF OR INTEREST THEREIN WILL BE IN DANGER OF BEING
SOLD, FORFEITED, TERMINATED, CANCELLED OR LOST AS A RESULT OF SUCH PROCEEDINGS;
(D) SUCH PROCEEDING SHALL SUSPEND THE COLLECTION OF SUCH CONTESTED IMPOSITION
FROM THE APPLICABLE PROPERTY LOCATION; AND (E) TENANT SHALL FURNISH SUCH
SECURITY AS MAY BE REQUIRED BY THE APPROPRIATE GOVERNMENTAL AUTHORITIES IN
CONNECTION WITH THE PROCEEDING. UPON THE TERMINATION OF SUCH PROCEEDINGS, IT
SHALL BE THE OBLIGATION OF TENANT TO PAY THE AMOUNT OF SUCH IMPOSITION OR PART
THEREOF AS FINALLY DETERMINED IN SUCH PROCEEDINGS, THE PAYMENT OF WHICH MAY HAVE
BEEN DEFERRED DURING THE PROSECUTION OF SUCH PROCEEDINGS, TOGETHER WITH ANY
COSTS, FEES (INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS), INTEREST, PENALTIES
OR OTHER LIABILITIES IN CONNECTION THEREWITH.
3.05
REDUCTION OF ASSESSED VALUATION. SUBJECT TO THE PROVISIONS OF
SECTION 3.04, TENANT SHALL HAVE THE RIGHT TO SEEK A REDUCTION IN THE ASSESSED
VALUATION OF EACH PROPERTY LOCATION FOR REAL PROPERTY TAX PURPOSES AND TO
PROSECUTE ANY ACTION OR PROCEEDING IN CONNECTION THEREWITH.
3.06
JOINDER OF LANDLORD. LANDLORD SHALL JOIN AND REASONABLY COOPERATE
IN ANY PROCEEDINGS REFERRED TO IN SECTIONS 3.04 AND 3.05 OR PERMIT THE SAME TO
BE BROUGHT IN ITS NAME
5
BUT SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY COSTS OR EXPENSES IN CONNECTION
WITH ANY SUCH PROCEEDINGS, AND TENANT SHALL REIMBURSE (AS INCURRED) AND
INDEMNIFY LANDLORD (PROMPTLY UPON DEMAND) FOR ANY AND ALL COSTS OR EXPENSES
WHICH LANDLORD MAY SUSTAIN OR INCUR IN CONNECTION WITH ANY SUCH PROCEEDINGS.
ARTICLE 4.
USE; COMPLIANCE
4.01
USE. TENANT SHALL HAVE THE RIGHT TO USE AND OCCUPY THE PREMISES FOR
ANY RETAIL PURPOSE OR FOR ANY OTHER USE OR PURPOSE PERMITTED BY THE APPLICABLE
ZONING AUTHORITY AND OTHERWISE BY LAWS AND, AS APPLICABLE, ANY REAS. TENANT
SHALL HAVE THE RIGHT TO CEASE OPERATIONS FOR BUSINESS ("GO DARK") IN UP TO TEN
PERCENT (10%) OF THE AGGREGATE OF THE (A) RENTABLE SQUARE FOOTAGE OF THE
PREMISES COVERED BY THIS LEASE AT THE TIME OF DETERMINATION, AND (B) RENTABLE
SQUARE FOOTAGE OF THE LEASED PREMISES UNDER THE OTHER LEASE AT THE TIME OF
DETERMINATION. NOTWITHSTANDING THE FOREGOING, (I) AS TO ANY PARTICULAR PROPERTY
LOCATION, IF LESS