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Landlord in connection therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenants or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenants, to the extent such refund relates to Real Estate Taxes that are the responsibility of Tenants pursuant to this Section 3.03. (d) Tenants shall be solely responsible for, and shall pay directly to the applicable service providers, the cost of all utility services provided to the Demised Property throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenants shall pay to Landlord the cost of any and all utility services provided to the Demised Property in lieu of payment directly to the applicable service providers: (i) delivery to Tenants of a written request therefor from Landlord, and (ii) any Default under this Section 3.03(d)by Tenants, or any Event of Default. Funds paid by Tenants to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Property. If Tenants fail to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenants shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenants. (e) Without limiting any of Tenants' other obligations set forth in this Article, Tenants shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed on Landlord with respect to rental or other payments under this Lease in the nature of a sales tax, occupancy tax, commercial rents tax or the like, whether imposed by a federal, state or local taxing authority. To the extent permitted by applicable Law, Tenants may pay any such tax directly to the taxing authority, provided (i) Tenants establish such right to Landlord's satisfaction prior to making any such payment, and (ii) Tenants, within ten (10) days after any such payment, deliver to Landlord written evidence satisfactory to Landlord that such payment has been made. For the avoidance of doubt, Tenants shall not be responsible for (i) any income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by net income or net worth, or (iii) any transfer taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Demised Property or Landlord's interest in this Lease (unless such sale, exchange or other disposition by Landlord is to Tenants or an Affiliate of Tenants, or is otherwise made at Tenants' request). (f) Any indemnity payments due to Landlord from Tenants hereunder that are attributable to liabilities, fixed or contingent, known or unknown (i) that existed as of the date hereof, or relate to periods prior to and including the date hereof, or (ii) to which the Demised Property were subject as of the date hereof, or that existed on the date hereof and ran with the Demised Property and became a liability of the Landlord as the transferee or assignee of the previous owner of the Demised Property, shall not be treated as additional rent or other gross income of the Landlord for federal income tax purposes but as an adjustment to the Landlord's adjusted basis in the Demised Property, which adjusted basis shall, prior to the receipt by Landlord of such indemnity payments, be deemed to include the amount of such liabilities. Tenants agree that it will take no position inconsistent herewith for federal income tax purposes. Section 3.04 Security Deposit s