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5.4 Contesting Taxes. Tenant shall have the exclusive right (except as otherwise <br />provided in this Section) at its own expense to contest the amount or validity, in whole or in part, <br />of any Taxes by appropriate proceedings diligently conducted in good faith, before or after the <br />Taxes are levied (including any proposed or levied special assessments and any methods and <br />options for payment thereof), provided that Tenant shall indemnify, defend and hold harmless <br />Landlord and the Premises from any charge, liability or expense incurred by Landlord in <br />connection with such contest, and Tenant shall not have the right to contest any Taxes levied or <br />imposed on Landlord (i) to the extent the proceeding would involve any liability for taxes, <br />assessments, fees or charges imposed on Landlord other than Taxes which Tenant is required to <br />pay hereunder or (ii) if the actions taken by the Tenant in contesting any Taxes would interfere <br />with the Premises or result in any material danger of an imminent sale, forfeiture or loss of, or <br />the creation of any lien against the Premises (except if Tenant shall have adequately bonded such <br />lien or otherwise made provision to protect the interests of Landlord in the Premises or any <br />interest therein). Tenant shall also have the right to select the counsel to be retained in <br />connection with the prosecution of any such proceedings. Tenant shall promptly notify Landlord <br />of any contest of the amount or validity of Taxes. If Tenant does not elect to contest the amount <br />or validity of such Taxes, Landlord may contest the amount or validity of any Taxes by <br />appropriate proceedings but, if payable by Tenant, only with Tenant's prior written approval, <br />which approval shall not be unreasonably withheld. With respect to any Taxes in the nature of <br />real estate taxes and assessments levied during the Term but payable in whole or in part after the <br />Expiration Date, (A) Tenant may contest the amount or validity of said Taxes by appropriate <br />proceedings only with the prior written approval of Landlord, which approvals shall not be <br />unreasonably withheld, and (B) if Tenant does not elect to contest the amount or validity of such <br />Taxes, Landlord may contest the amount or validity of said Taxes by appropriate proceedings <br />without Tenant's prior written approval. If Landlord contests such Taxes, then to the extent that <br />such contest is successful and Tax savings are achieved for the benefit of Tenant, Tenant shall <br />reimburse Landlord for Landlord's reasonable out-of-pocket expenses incurred in connection <br />therewith to the extent of such savings. If Landlord contests such Taxes, then to the extent that <br />such contest results in additional Taxes to be paid by Tenant, Landlord shall reimburse Tenant <br />for Tenant's additional Taxes; provided, however, under no circumstances may Landlord contest <br />Taxes to intentionally increase Tenant's tax burden. Upon the termination of any proceedings <br />conducted by Tenant or Landlord hereunder, Tenant shall pay the amount of such Taxes or part <br />thereof, if any, as finally determined in such proceedings, the payment of which may have been <br />deferred during the prosecution of such proceedings, together with any reasonable costs, fees, <br />including attorneys' fees, interest, penalties, fines and other liability in connection therewith. <br />Tenant shall be entitled to the refund of any Taxes received by Landlord which have been paid <br />by Tenant or which have been paid by Landlord but for which Landlord has been previously <br />reimbursed in full by Tenant, less any out-of-pocket costs incurred by Landlord in obtaining such <br />refund. Landlord shall not be required to join in any proceedings referred to in this Section <br />unless the provisions of any Applicable Laws at the time in effect shall require that such <br />proceedings be brought by or in the name of Landlord, in which event Landlord, at Tenant's <br />expense, shall join in such proceedings or permit the same to be brought in Landlord's name, and <br />shall cooperate in all respects, sign all necessary documents related thereto, and shall be <br />represented in any such proceedings by counsel selected by Tenant and approved by Landlord, <br />which approval shall not be unreasonably withheld or delayed. Tenant shall keep Landlord <br />7 <br />