WITHIN THE TERM SHALL SURVIVE EXPIRATION OF THE TERM.
EXCEPT FOR THE
FOREGOING RECONCILIATION ON ACCOUNT OF TAXES FOR TENANT'S ESTIMATED PAYMENTS,
TENANT SHALL NOT BE LIABLE TO LANDLORD TO PAY ANY TAXES FIRST BILLED TO TENANT
BY LANDLORD MORE THAN ONE YEAR AFTER THE END OF THE FISCAL YEAR IN WHICH
LANDLORD RECEIVED A FINAL BILL THEREFOR.
3.3.3
REFUND SHARING.
IF LANDLORD SHALL RECEIVE ANY TAX
REFUND OR REIMBURSEMENT OF TAXES OF WHICH TENANT PAID A SHARE UNDER THIS LEASE,
THEN OUT OF ANY BALANCE REMAINING THEREOF AFTER DEDUCTING LANDLORD'S REASONABLE
EXPENSES IN OBTAINING SUCH REFUND NOT PREVIOUSLY INCLUDED IN SUCH TAXES AS
PROVIDED ABOVE AND ANY OTHER AMOUNTS THEN DUE AND OWING BY TENANT UNDER THIS
LEASE, LANDLORD SHALL PAY TO TENANT, A PORTION OF SUCH REFUND OR REIMBURSEMENT
OR SUM IN LIEU THEREOF (APPORTIONED IF SUCH REFUND IS FOR A TAX YEAR A PORTION
OF WHICH FALLS OUTSIDE THE APPLICABLE TERM) THAT BEARS THE SAME PROPORTION TO
THE ENTIRE REFUND OR REIMBURSEMENT AS THE PORTION OF THE TAXES AS TO WHICH THE
REFUND OR REIMBURSEMENT WAS OBTAINED THAT WERE PAID BY TENANT BEARS TO THE
ENTIRE AMOUNT OF SUCH TAXES.
3.3.4
ABATEMENT INITIATED BY TENANT.
TENANT MAY FROM
TIME TO TIME (BUT NOT MORE FREQUENTLY THAN ONCE A YEAR) REQUEST THAT A REAL
ESTATE TAX ABATEMENT BE SOUGHT ON THE TAX PARCEL(S) ON WHICH THE PREMISES AND
THE LAND ARE LOCATED, WHEREUPON LANDLORD SHALL EITHER (A) PROSECUTE A CONTEST OF
THE TAX AND ASSESSMENT BASIS OF SUCH TAX PARCEL(S) AND THE TAXES AND ASSESSMENT
LEVIED THEREON, OR (B) PERMIT TENANT TO CONTEST ON BEHALF OF LANDLORD THE TAX
AND ASSESSMENT BASIS OF THE TAX PARCEL(S) ON WHICH THE PREMISES AND THE LAND ARE
LOCATED AND THE TAXES AND ASSESSMENTS LEVIED THEREON.
IN THE EVENT LANDLORD
MAKES THE ELECTION DESCRIBED IN CLAUSE (B) ABOVE AND TENANT PERFORMS SUCH
CONTEST, THEN TENANT (I) SHALL PAY ALL COSTS AND EXPENSES IN CONNECTION
THEREWITH, (II) SHALL KEEP LANDLORD INFORMED ABOUT THE STATUS OF SUCH CONTEST,
AND (III) SHALL INDEMNIFY AND HOLD LANDLORD HARMLESS FROM ANY AND ALL COSTS,
CLAIMS AND LIABILITIES RELATING THERETO, PROVIDED THAT IF TENANT IS SUCCESSFUL
IN OBTAINING A REAL ESTATE TAX ABATEMENT, TENANT SHALL BE ENTITLED TO
REIMBURSEMENT FROM THE ABATEMENT PROCEEDS OF ITS REASONABLE COSTS AND EXPENSES
IN CONNECTION WITH OBTAINING SUCH ABATEMENT.
TENANT SHALL NOT SETTLE ANY TAX
ABATEMENT PROCEEDING WITHOUT THE PRIOR CONSENT OF LANDLORD, WHICH SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
FURTHERMORE, TENANT SHALL POST WITH THE
APPLICABLE GOVERNMENTAL AUTHORITY ANY AND ALL NECESSARY BONDS OR DEPOSITS OR
SIMILAR SECURITY REQUIRED BY SUCH AUTHORITY SO THAT THE LANDLORD'S INTERESTS
SHALL NOT BE JEOPARDIZED BY REASON OF SUCH CONTEST BY THE TENANT.
NOTWITHSTANDING THE FOREGOING, LANDLORD MAY REFUSE TO PERMIT OR UNDERTAKE ANY
CONTEST REQUESTED BY TENANT AS PROVIDED IN THIS SECTION, SO LONG AS LANDLORD HAS
A REASONABLE BASIS FOR DOING SO AND PROMPTLY NOTIFIES TENANT THEREOF.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING: (X) THE FILING OF A SUBDIVISION PLAN
OR