BOWERS MUSEUM - 2005 GROUND LEASE

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or expiration date of this Lease, the pro rated portion of the installment payment applicable to the overlapping portion of the Lease Term. 4.3 Tax Contests. Either Lessee or Lessor may contest the validity or amount (including the assessed valuation upon the Leased Premises) of any Imposition for which either is responsible in whole or in part, and which such party in good faith believes is excessive, improper or invalid. If in such event Lessee or Lessor desires to contest the validity or amount of any Imposition, it shall give written notice to the other party of its intent to contest such Imposition, and the parties shall cooperate with one another in good faith in connection with any such tax contest, but the party who gives notice that it intends to initiate such tax contest shall diligently prosecute such contest at its sole cost and expense; provided, however, if Lessor initiates the tax contest, and as a result of the successful outcome thereof, the amount of such Imposition Lessee is required to pay hereunder is reduced, Lessee shall promptly upon such determination reimburse Lessor for Lessor's costs and expenses incurred in such tax contest up to the total amount of reductions to Lessee in the amount of its Imposition obligation. In the event of a tax contest, Lessee shall continue to pay such Imposition without deferral or interruption, but shall do so under protest to the applicable taxing authority. In no event shall payment of any Imposition be deferred due to such tax contest unless Lessor consents thereto in writing, in its sole discretion, and then only on such conditions as Lessor may require. Each party agrees to join at the other's request in any such contest to the extent such joinder is prerequisite to such prosecution under statute, regulation or administrative practice. In connection with a judicial or administrative challenge to any assessment, Lessee may not take advantage of any stay in collection available under statute, regulation, or court or administrative order or rules unless Lessor consents thereto in writing, in its sole discretion. If Lessor does grant such consent, however, (i) Lessee shall not allow such items to remain unpaid beyond the period of any stay in collection permitted by applicable law or administrative order or rule nor for such length of time as shall permit the Leased Premises, or any part thereof or any improvements thereon, to be subjected to a lien for delinquent taxes or a levy for sale by any governmental authority for the nonpayment of the same, and (ii) Lessee shall pay the amount of all deferred Imposition payments, together with the penalties, interest and expenses associated with such contest, on the earlier of (x) the date payment is required under item (i) above, (y) the date this Lease terminates, or (z) the date thirty (30) days after such tax contest is finally determined. 4.4 Utilities. Lessee shall payor cause to be paid when due all charges for gas, electricity, light, heat or power, water and sewer, telephone and other communication services and utilities used, rendered or supplied upon or in connection with the Leased Premises, levied or charged against the Leased Premises during the Lease Term. 4.5 Other Taxes. To the extent that Lessee is not exempt due to its not-for-profit or federal instrumentality status, Lessee shall also pay when due all license fees, taxes and governmental impositions of whatever kind or nature imposed with respect to Lessee's business conducted on the Leased Premises or with respect to any and all of Lessee's 7