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<br />interest. Any Impositions relating to tax years that are only partially included in the Term shall
<br />be prorated between Tenant and Landlord.
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<br />4.1.3 Evidence ofPavment. Upon request by Landlord, Tenant shall furnish, in
<br />form satisfactory to Landlord, evidence of payment prior to delinquency of all Impositions
<br />payable by Tenant.
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<br />4.2 Tenant Right to Contest. Tenant shall have the right before any delinquency
<br />occurs to contest or object to the amount or validity of any such Imposition by appropriate legal
<br />proceedings, but such right shall not be deemed or construed in any way as relieving, modifying
<br />or extending Tenant's covenant to pay any such Imposition at the time and in the manner
<br />required by law. Any such contest shall be conducted in accordance with and subject to the
<br />requirements of Applicable Law (as defined in Section 5.3.1) and otherwise in a manner that
<br />does not subject Landlord's title to the Property to foreclosure or forfeiture. Tenant shall
<br />indemnify, defend, protect and hold Landlord harmless from and against all claims, damages,
<br />losses, liabilities, costs and expenses (including without limitation attorneys' fees) incurred by
<br />Landlord as a result of any such contest brought by Tenant. During any contest of an Imposition,
<br />Tenant shall (by payment of disputed sums, ifnecessary) prevent any advertisement of tax sale,
<br />foreclosure of, or any divesting of Landlord's title, reversion or other interest in the Property or
<br />the Improvements.
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<br />4.3 Tenant Duty to File. Tenant shall have the duty of making or filing any
<br />declaration, statement or report which may be necessary or advisable in connection with the
<br />determination, equalization, reduction or payment of any Imposition which is or which may
<br />become payable by Tenant under the provisions of this Article 4, and Landlord shall not be
<br />responsible for the contents of any such declaration, statement or report; provided, however
<br />Landlord shall cooperate with Tenant in connection with the foregoing, including joinder in any
<br />application pertaining thereto to the extent required under applicable law, all at no cost to
<br />Landlord.
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<br />4.4 Utilities. Tenant agrees to pay, or cause to be paid, all charges which are incurred
<br />by Tenant or which are otherwise a charge or lien against the Property or part thereof during the
<br />Term, for gas, water, electricity, light, heat or power, telephone or other communication service
<br />use, or other utility use, rendered or supplied upon or in connection with the Property. Tenant
<br />shall also obtain, or cause to be obtained, without cost to Landlord, any and all necessary
<br />permits, licenses or other authorizations required for the lawful and proper installation and
<br />maintenance upon the Property of wires, pipes, conduits and other equipment for the supply of
<br />utilities to the Project. In no event shall Landlord have any liability to Tenant, and Tenant
<br />hereby releases Landlord, from any and all claims, including but not limited to consequential
<br />damages, lost profits and similar damages that Tenant may incur as a result of any interruption,
<br />curtailment or diminishment of such utilities, other than for the active negligence or willful
<br />misconduct of Landlord. Notwithstanding the foregoing, Tenant shall have the right to challenge
<br />the amount or validity of the foregoing charges, provided that doing so does not result in the
<br />Property being subjected to any lien or other encumbrance. Landlord shall cooperate, within
<br />reasonable limits, to assist Tenant in securing utility services for the Project.
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<br />833368-4
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