Tenant fails to timely pay pursuant to the
terms of this Lease.
4.2
PAYMENT BY TENANT. TENANT WILL PAY ALL TAX EXPENSES THAT BECOME
DUE ATTRIBUTABLE TO THE PERIOD COMMENCING ON THE COMMENCEMENT DATE AND
CONTINUING THROUGH AND INCLUDING THE LEASE TERMINATION DATE DIRECTLY TO THE
APPROPRIATE TAXING AUTHORITIES IN ACCORDANCE WITH APPLICABLE LEGAL
REQUIREMENTS.
TENANT WILL FURNISH TO LANDLORD THE PAID RECEIPTS ISSUED BY THE
APPROPRIATE TAXING AUTHORITIES WITH RESPECT TO EACH TAX EXPENSE NOT LATER THAN
FIVE (5) DAYS PRIOR TO THE DATE SUCH TAX EXPENSES WOULD FIRST BECOME
DELINQUENT.
IF THE LEASE TERMINATION DATE OCCURS ON A DATE OTHER THAN DECEMBER
31, THE TAX EXPENSES FOR THE PARTIAL CALENDAR YEAR WILL BE PRORATED BASED ON THE
NUMBER OF DAYS DURING SUCH CALENDAR YEAR OCCURRING DURING THE LEASE TERM, AND
TENANT WILL PAY TO LANDLORD THE PRORATED PORTION OF THE TAX EXPENSES ON OR
BEFORE THE LEASE TERMINATION DATE OR SUCH LATER DATE AS MAY BE NECESSARY TO
ASCERTAIN THE AMOUNT OF THE TAX EXPENSES AND MAKE THE PRORATION CONTEMPLATED
ABOVE.
LANDLORD WILL PROVIDE TENANT, PROMPTLY UPON RECEIPT THEREOF, COPIES OF
ALL BILLS, NOTICES AND CORRESPONDENCE LANDLORD RECEIVES FROM ANY TAXING
AUTHORITY.
5
4.3
PROTESTS OF TAXES AND ASSESSMENTS. BEGINNING WITH THE
COMMENCEMENT DATE, TENANT WILL HAVE THE RIGHT TO CONTEST OR PROTEST THE AMOUNT
OR VALIDITY OF ANY ASSESSED OR PROPOSED VALUATION OF THE PREMISES, OR ANY
PORTION THEREOF, AND ANY TAX, FEE, CHARGE OR OTHER IMPOSITION AGAINST THE
PREMISES, OR ANY PORTION THEREOF, THAT IT IN GOOD FAITH BELIEVES IS EXCESSIVE OR
IMPROPER.
LANDLORD WILL COOPERATE WITH TENANT IN ANY SUCH CONTEST AS TENANT MAY
REASONABLY REQUEST, PROVIDED THAT TENANT WILL REIMBURSE LANDLORD FOR ANY
REASONABLE EXPENSES INCURRED BY LANDLORD IN CONNECTION THEREWITH.
ANY REFUND OF
ANY SUCH TAX, FEE, CHARGE OR OTHER IMPOSITION AGAINST THE PREMISES ALLOCABLE TO
THE TERM OF THIS LEASE THAT WAS PAID BY TENANT, NET OF THE COSTS AND EXPENSES OF
COLLECTION, WILL BELONG TO AND BE PAID TO TENANT.
IF TENANT ELECTS NOT TO
CONTEST ANY VALUATION, TAX, FEE, CHARGES OR OTHER IMPOSITION AS AFORESAID,
TENANT SHALL PROVIDE LANDLORD REASONABLE ADVANCE WRITTEN NOTICE OF SUCH ELECTION
(I.E., TO ALLOW LANDLORD TO TIMELY FILE ANY CONTEST), AND LANDLORD SHALL HAVE
THE RIGHT, BUT NOT THE OBLIGATION, TO DO SO.
TENANT SHALL PAY, AND INDEMNIFY,
DEFEND AND HOLD LANDLORD HARMLESS FROM AND AGAINST ALL FINES, PENALTIES,
CHARGES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND EXPENSES) INCURRED IN CONNECTION WITH ANY SUCH CONTEST OR
PROTEST.
4.4
AUDIT.
IF TENANT DOES NOT ELECT TO "SELF-MANAGE" THE PREMISES,
AND LANDLORD RETAINS A QUALIFIED PROPERTY MANAGEMENT FIRM TO MANAGE THE PREMISES
PURSUANT TO SECTION 7.4 BELOW, WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE
END OF EACH CALENDAR YEAR DURING THE LEASE TERM, LANDLORD SHALL PROVIDE TENANT A
STATEMENT SHOWING THE ADDITIONAL RENT FOR SAID CALENDAR YEAR, PREPARED IN
ACCORDANCE WITH GAAP, AND A STATEMENT PREPARED BY LANDLORD COMPARING THE
ESTIMATED ADDITIONAL RENT PAID BY TENANT WITH THE ACTUAL ADDITIONAL RENT.
IN