Common use of Impositions Clause in Contracts

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable LawLaws, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject A. Tenant covenants and agrees to Article VIII relating to permitted contestspay during the term of this Lease, Tenant shall payas Additional Rent, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for non-paymentthe nonpayment thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are now or hereafter subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such payments easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. B. If, at any time during the term of this Lease, any method of taxation shall be such that there shall be levied, assessed or imposed on Landlord, or on the Basic Rent or Additional Rent, or on the Demised Premises or on the value of the Demised Premises, or any portion thereof, a capital levy, sales or use tax, gross receipts tax or other tax on the rents received therefrom, or a franchise tax, or an assessment, levy or charge measured by or based in whole or in part upon such rents or value, Tenant covenants to pay and discharge the same, it being the intention of the parties hereto that the rent to be made directly to the taxing authorities where feasible, and paid hereunder shall promptly, upon request, furnish be paid to Landlord copies absolutely net without deduction or charge of any nature whatsoever foreseeable or unforeseeable, ordinary or extraordinary, or of any nature, kind or description, except as in this Lease otherwise expressly provided. Nothing in this Lease contained shall require Tenant to pay any municipal, state or federal net income or excess profits taxes assessed against Landlord, or any municipal, state or federal capital levy, estate succession, inheritance or transfer taxes of Landlord. C. Tenant covenants to furnish Landlord, on or before the date upon which any Imposition or other tax, assessment, levy or charge is due and payable, official receipts of the appropriate taxing authority, or other reasonably appropriate proof satisfactory proof to Landlord, evidencing such payments. If any such Imposition may, at the option payment of the taxpayersame. D. Tenant shall have the right at its own expense to contest the amount or validity, lawfully be paid in installments (whether whole or not interest shall accrue on the unpaid balance in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition), unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions hereof, Tenant may exercise postpone or defer payment of such Imposition if the option to Demised Premises or any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the same (and any accrued interest on the unpaid balance amount of such Imposition) in installments andImposition or part thereof, if any, as finally determined in such eventproceedings, shall pay such installments the payment of which may have been deferred during the Term as prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines and other liability in connection therewith. Tenant shall be entitled to the same become due and before refund of any fineImposition, penalty, premium, further fine and interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted thereon received by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition Landlord which have been paid by Tenant, the same shall be Tenant or which have been paid over to or retained by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord and Tenant shallshall not be required to join in any proceedings referred to in this paragraph unless the provisions of any law, upon request rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of the otherLandlord, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the in which event Government Agencies classify any property covered by this Agreement as personal property, Tenant Landlord shall file all personal property tax returns join in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file proceedings or permit the same to be brought in Landlord's name upon compliance with reasonable cooperation from Tenantsuch conditions as Landlord may reasonably require. Landlord shall provide not ultimately be subject to any liability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder agrees to pay all such Impositions fees (except that including reasonable attorney's fees), costs and expenses or, on demand, to make reimbursement to Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)such payment.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, as hereinafter provided, all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or cause the operation thereof: (a) Taxes, (b) water, water meter and sewer rents, rates and charges, (c) excises, (d) levies, (e) license, consent, approval, and permit fees; (f) service charges, if any, with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, (g) fines, penalties and other similar or like governmental charges applicable to the foregoing and any interest or costs with respect thereto, and (h) any and all other governmental levies, fees, rents, proffers, assessments or taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or costs with respect thereto, which at any time during the Term are (1) assessed, levied, confirmed, imposed upon or would have become due and payable out of or in respect of, or would have been charged with respect to, the Premises or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, or the use and occupancy thereof by Tenant and (2) encumbrances or liens on (i) the Premises, or (ii) any appurtenances of the Premises, or (iii) any personal property (except personal property which is not owned by or leased to Tenant), Fixtures or other facility used in the operation thereof, or (iv) any amounts due to the FCRHA under this Lease, including Base Rent and Additional Costs (or any portion of either) payable by Tenant hereunder, each such Imposition, or installment thereof, during the Term to be paidpaid not later than the Due Date thereof. However, all Impositions before if, by law, any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) Imposition may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, (subject to the extent required or permitted by Applicable Law, prepare limitation on Tenant’s obligations set forth in Section 4.04 below) and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result the payment of Landlord's failure promptly such installments only, together with applicable interest, if any, relating to forward periods for which such installment is due, provided however, that Tenant shall have notified the same)FCRHA of its election to pay in installments prior to the Due Date of such Imposition.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by TenantXxxxxx. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord Xxxxxxxx at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's Xxxxxx’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest protest, which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions Impositions, unless such failure continues for more than ninety (except that 90) days after the date Landlord shall be responsible for any interest or penalties incurred as a result learned of Landlord's failure promptly to forward the same)such Imposition.

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted ----------- Contests and the right of any Facility Mortgagee to require tax escrows as described in the last sentence of this paragraph of subsection (a), Tenant shall pay, pay or cause to be paid, paid all Impositions attributable to any period during the Term before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentnonpayment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable LawLegal Requirements, prepare and file all tax returns and pay all taxes due required to be filed by Landlord, including, without limitation, returns in respect of Landlord's net income, gross receipts, sales and use, single business, transaction, privilege, rent, ad valorem, franchise taxes taxes, Real Estate Taxes and other Landlord Obligations, and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLegal Requirements, prepare and file all other tax returns and reports required to be filed by Tenant in respect of any Imposition as may be required by any Government AgenciesAgency. If Provided no monetary Default or Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shallshall each, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally be required to so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property that comprises FF&E shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by the party that owns the FF&E not later than the last date on which the same may be made without interest or penalty. All Impositions assessed against such personal property that comprises Tenant's Personal Property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage require deposits on account of Impositions to be made with the Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required with respect to any such Impositions at the time and place that payments of Minimum Rent are required and Landlord shall transfer such amounts to the Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with the Facility Mortgagee, and such payment to Landlord or Facility Mortgagee shall be deemed to satisfy Tenant's obligation hereunder to pay the Impositions. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (Impositions, except that Landlord shall be responsible for any interest or and/or penalties incurred by Tenant as a result of Landlord's failure promptly to forward any invoices, assessment notices or other bills to Tenant and no Default or Event of Default shall be deemed to have occurred hereunder if Tenant's failure to pay timely any Impositions is due to Landlord's failure to give Tenant such Notice at least ten (10) days before the same)amounts therein are due. Tenant shall give prompt Notice to Landlord of all taxes included in Landlord Obligations payable by Landlord hereunder of which Tenant at any time has knowledge; provided, however, that Tenant's failure to give any such Notice shall in no way diminish Landlord's obligation hereunder to pay such Landlord Obligations, except that Tenant shall be responsible for any interest and/or penalties incurred by Landlord as a result of Tenant's failure to forward any invoices, assessment notices or other bills to Landlord and no Landlord Default shall be deemed to have occurred hereunder if Landlord's failure to pay timely any taxes included in Landlord Obligations is due to Tenant's failure to give Landlord such Notice at least ten (10) days before the amounts therein are due.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by any government or Government AgenciesAgency. If Provided no Default or Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Collective Leased Property Properties as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage require deposits on account of Impositions to be made with such Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required at the time and place that payments of Minimum Rent are required and Landlord shall transfer such amounts to such Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with such Facility Mortgagee. Landlord shall, however, use commercially reasonable best efforts to cause any Facility Mortgagee not to impose such obligation on Tenant. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (Impositions, except that Landlord shall be responsible for any interest (unless Tenant itself knew, or penalties incurred as a result should have known, about the existence of such Impositions obligation) pay all penalties, fines and other expenses arising out of Landlord's failure promptly to forward the same)give such Notice.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions as and when due and payable during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease are required to be paid by the Ground Lessor thereunder). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. If and to the extent funds for Impositions are being reserved by Tenant on a regular basis with and held by Fee Mortgagee, Tenant shall be permitted to make a direct request to Fee Mortgagee (contemporaneously providing a copy of such request to Landlord) to cause such funds to be applied to Impositions when due and payable, unless a Tenant Event of Default exists, and, to the extent Fee Mortgagee fails to make such disbursement, the failure to timely pay such Impositions shall not give rise to any Tenant Event of Default or other liability or obligation of Tenant hereunder. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property to the extent payable during the Term or any part thereof, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, premium or further interest or cost may be added thereto. Landlord, at its expense, shall, Nothing in this Section 4.1 shall limit Tenant’s obligations with respect to funding reserves for Impositions to the extent required under Section 31.3. (a) Landlord or permitted by Applicable Law, Landlord REIT shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required ’s applicable direct or permitted by Applicable Laws, indirect parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file all required personal property tax returns in such jurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party Party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother Party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1 (subject to Article XII), shall be accompanied by copies of a xxxx therefor and payments thereof which identify in reasonable detail the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective e) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Commencement Date or the Expiration Date occurs shall be made without interest or penalty. adjusted and prorated between Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledgeand Tenant; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay its prorated share of Impositions imposed or assessed before the Expiration Date in respect of a tax-fiscal period during the Term shall survive the Expiration Date (and its right to contest the same pursuant to Article XII shall survive the Stated Expiration Date). Landlord will not enter into agreements that will result in, or consent to the imposition of, additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided, in each case, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax-fiscal period occurring (except that Landlord in whole or in part) prior to the Commencement Date, if any, shall be responsible for any interest Tenant’s obligation to pay or penalties incurred as a result of Landlord's failure promptly cause to forward the same)be paid.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. Landlord Xxxxxx. (d) Xxxxxxxx and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Xxxxxx, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Xxxxxx’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. (a) Subject to Article VIII Section 4.2 relating to permitted contests, and subject to Section 4.5, during the Term (whether prior or subsequent to any Multi-Tenant Occupancy Date), Tenant shall pay, or cause to be paid, either one hundred percent (100%) or Tenant’s Proportionate Share, as the case may be, of all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentnonpayment. Unless otherwise requested by Landlord (including to comply with Landlord Mortgage Documents), Tenant shall make such payments to be made directly to the taxing authorities where feasible, or otherwise make such payments to Landlord as part of the Installment Expenses, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Demised Premises or any part thereof, subject to Section 4.2. Tenant shall also be responsible for all Impositions which, on the date of the Master Lease, is a lien upon the Demised Premises or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordNotwithstanding the foregoing, at its expenseif Tenant is making payments of Installment Expenses which include estimated Impositions, shallLandlord shall provide funds to Tenant for the direct payment of Impositions by Tenant not later than thirty (30) days before the due date, as a condition precedent to the extent required or permitted by Applicable Law, Tenant’s obligation to make such direct payments of Impositions. (b) Landlord shall prepare and file or cause to be prepared and filed all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent and/or Lease Guarantor shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Demised Premises and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , net of all of Landlord’s costs, fees and expenses reasonably incurred in connection with obtaining such refund (including all reasonable attorneys’ fees). (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Demised Premises as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a xxxx therefor and payments thereof that identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to Tenant withhold consent to customary additional Impositions that other property owners of all Impositions payable by Tenant hereunder properties similar to the Demised Premises customarily consent to in the ordinary course of which Landlord at any time has knowledgebusiness); provided, however, that Landlord's failure Tenant is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions as and when due and payable during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease are required to be paid by the ground lessor thereunder). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property to the extent payable during the Term or any part thereof, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, premium or further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (a) Landlord or permitted by Applicable Law, Landlord REIT shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required ’s applicable direct or permitted by Applicable Laws, indirect parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file all required personal property tax returns in such jurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party Party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother Party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1 (subject to Article XII), shall be accompanied by copies of a xxxx therefor and payments thereof which identify in reasonable detail the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective e) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Commencement Date or the Expiration Date occurs shall be made without interest or penalty. adjusted and prorated between Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledgeand Tenant; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay its prorated share of Impositions imposed or assessed before the Expiration Date in respect of a tax-fiscal period during the Term shall survive the Expiration Date (and its right to contest the same pursuant to Article XII shall survive the Stated Expiration Date). Landlord will not enter into agreements that will result in, or consent to the imposition of, additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided, in each case, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax-fiscal period occurring (except that Landlord in whole or in part) prior to the Commencement Date, if any, shall be responsible for any interest Tenant’s obligation to pay or penalties incurred as a result of Landlord's failure promptly cause to forward the same)be paid.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, as hereinafter provided, all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or cause the operation thereof: (a) Taxes, (b) water, water meter and sewer rents, rates and charges, (c) excises, (d) levies, (e) license and permit fees; (f) service charges with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, if any, (g) fines, penalties and other similar or like governmental charges applicable to the foregoing and any interest or costs with respect thereto, and (h) any and all other governmental levies, fees, rents, proffers, assessments or taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or costs with respect thereto, which at any time during the Term are (1) assessed, levied, confirmed, imposed upon or would have become due and payable out of or in respect of, or would have been charged with respect to, the Premises or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, or the use and occupancy thereof by Tenant or (2) encumbrances or liens on (i) the Premises, or (ii) any appurtenances of the Premises, or (iii) any personal property (except personal property which is not owned by or leased to Tenant), Fixtures or other facility used in the operation thereof, or (vi) any amounts due to Landlord under this Lease, including Base Rent and Additional Costs (or any portion of either) payable by Tenant hereunder, each such Imposition, or installment thereof, during the Term to be paidpaid not later than the Due Date thereof. However, all Impositions before if, by law, any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) Imposition may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result the payment of Landlord's failure promptly such installments only, together with applicable interest, if any, relating to forward periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay in installments prior to the same)Due Date of such Imposition.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, as hereinafter provided, all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or cause the operation thereof: (a) Taxes, (b) water, water meter and sewer rents, rates and charges, (c) excises, (d) levies, (e) license and permit fees; (f) service charges with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, if any, (g) fines, penalties and other similar or like governmental charges applicable to the foregoing and any interest or costs with respect thereto, and (h) any and all other governmental levies, fees, rents, proffers, assessments or taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or costs with respect thereto, which at any time during the Term are (1) assessed, levied, confirmed, imposed upon or would have become due and payable out of or in respect of, or would have been charged with respect to, the Premises or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, or the use and occupancy thereof by Tenant and (2) encumbrances or liens on (i) the Premises, or (ii) any appurtenances of the Premises, or (iii) any personal property (except personal property which is not owned by or leased to Tenant), Fixtures or other facility used in the operation thereof, or (vi) any amounts due to Landlord under this Lease, including Base Rent and Additional Costs (or any portion of either) payable by Tenant hereunder, each such Imposition, or installment thereof, during the Term to be paidpaid not later than the Due Date thereof. However, all Impositions before if, by law, any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) Imposition may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result the payment of Landlord's failure promptly such installments only, together with applicable interest, if any, relating to forward periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay in installments prior to the same)Due Date of such Imposition.

Impositions. Subject to Article VIII relating to permitted contests, Tenant Borrower shall pay, pay or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date day on which the same may be paid without penalty or interest, all real estate taxes, sewer rents, water charges, fees and other payments to be made without to any local, State or federal department, board or agency, or any other agency or governmental board or entity having jurisdiction over the Portfolio Properties (a “Governmental Authority”) in connection with the Real Property (as defined in the Portfolio Mortgages), and all other municipal and governmental assessments, rates, charges, impositions and liens (collectively hereinafter referred to as “Impositions”) which now or hereafter are imposed by law upon the Portfolio Properties. If any Imposition is not paid within the time hereinabove specified, Lender shall have the right to pay the same, together with any penalty and interest thereon, and the amount or penalty. Landlord amounts so paid or advanced shall give prompt Notice to Tenant of all Impositions forthwith be payable by Tenant hereunder Borrower to Lender and shall be secured by the lien of which Landlord the Portfolio Mortgages. Notwithstanding the foregoing, Borrower may in good faith contest, at its own cost and expense, by proper legal proceedings, the validity or amount of any Imposition, on the condition that Borrower first shall deposit with Lender, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest that would be payable if Borrower is ultimately required to pay such contested item, and on the further condition that no amount so contested may remain unpaid for such length of time has knowledgeas shall permit the Portfolio Properties, or the lien thereon created by the item being contested, to be sold for the nonpayment thereof, or as shall permit an action, either of foreclosure or otherwise, to be commenced by the holder of any such lien. Borrower will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of any Imposition. Borrower hereby assigns to Lender all rights of Borrower now or hereafter arising in and to the refund of any Imposition and any interest thereon. If following receipt of any such refund by Lender, there exists no Event of Default (as hereinafter defined) hereunder, then Lender shall pay over the same to Borrower promptly after demand; providedif there exists an Event of Default hereunder, Lender may apply said refund in reduction of the Indebtedness in whatever order Lender may elect (subject, however, that Landlord's failure to give any refund or credit owed to any tenant under a Lease where such Notice shall tenant is not in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the samedefault under its Lease).

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordFor the avoidance of doubt, at its expense, shall, Xxxxxx shall be responsible for the payment of all Impositions that are due and payable as of the Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the extent required Commencement Date). (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenantor on behalf of Tenant or Xxxxxx’s Affiliates, including prior to the same Merger, shall be paid over to or retained by Tenant. Landlord Xxxxxx. (d) Xxxxxxxx and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Xxxxxx, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Xxxxxx’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, pay or cause to be paidpaid as Additional Rent, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for the non-paymentpayment thereof all taxes, payments in lieu of taxes, assessments, betterments, water and sewer rents, rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time during the Term of this Lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien upon, the Premises or the leasehold, or any part thereof or any appurtenance thereto, whether such payments to be charges are made directly to Tenant or through or in the taxing authorities where feasiblename of Landlord (all such taxes, payments in lieu of taxes, assessments, betterments, water and shall promptlysewer rents, upon requestrates and charges, furnish levies, license and permit fees and other governmental charges being hereafter referred to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If as “Impositions”); provided, however, that‌ (a) If, by law, any such Imposition may, may at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, installments over such period as the law allows and Tenant shall pay only be liable for such installments as shall become due during the Term as of this Lease; and (b) All Impositions for the same become due fiscal years in which the Term of this Lease shall begin and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund end shall be due from any taxing authority in respect apportioned so that Tenant shall pay only those portions thereof which correspond with the portion of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data said year as is maintained by within the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Term hereby demised.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities or other payees where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. . (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except other than any penalties that accrue due to the failure of Landlord shall be responsible to promptly notify Tenant), unless such failure continues for any interest or penalties incurred as a result more than twelve (12) months after the date Landlord learned of Landlord's failure promptly to forward the same)such Imposition.

Impositions. Subject to Article VIII relating to permitted contestsCompany shall, Tenant shall during the Loan Term, timely, except as otherwise provided herein, bear, pay, or cause to be paidand discharge, all Impositions before any finetaxes and assessments, penaltygeneral and special, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) if any, which may be added taxed, charged, levied, assessed, or imposed upon or against or be payable for non-paymentor in respect of the Mortgaged Property, such payments to be made directly or any part thereof, or any improvements at any time thereon or on Company’s interest in the Mortgaged Property under this Loan Agreement, including any new taxes and assessments not of the kind enumerated above to the taxing authorities where feasibleextent that the same are made, levied against real and personal property, and shall promptlyfurther including without limitation all water and sewer charges, upon requestassessments, furnish to Landlord copies of official receipts and other governmental charges and impositions whatsoever, foreseen or other reasonably satisfactory proof evidencing such payments. If any such Imposition mayunforeseen, at which if not paid when due would encumber the option Mortgaged Property (all of the taxpayer, foregoing being herein referred to as “Impositions”). In the event any special assessment taxes are lawfully levied and assessed which may be paid in installments (whether or not interest installments, Company shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option be required to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay only such installments thereof as become due and payable during the Loan Term as and when the same become due and before payable. Any Impositions which Company is required to bear, pay, and discharge shall be remitted directly to the authority which is entitled to the payment thereof. Within 30 days after the last day for payment or as soon thereafter as is reasonably practicable, without penalty or, interest, of an Imposition which Company is required to bear, pay, and discharge pursuant to the terms hereof, Company shall deliver to Issuer upon its written request a reproduced copy of any finestatement issued therefor which has been duly receipted to show the payment thereof. Notwithstanding the foregoing, penaltyCompany shall have the right, premium, further interest or cost may be added thereto. Landlord, at in its expense, shallname, to contest in good faith the extent required validity or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect amount of any Imposition as may be which Company is required to bear, pay, and discharge pursuant to the terms of this Section by Government Agenciesappropriate legal proceedings provided Company, before instituting any such contest in Company’s name, gives Trustee written notice of its intention so to do and Company diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, sets aside on its books and maintains adequate reserves for the payment of any liability therefrom in conformity with generally accepted accounting principles, and promptly pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction thereof. If any refund Company shall be due hold Issuer and Trustee whole and harmless from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over costs and expenses Issuer and Trustee may reasonably incur related to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)contest.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before they become delinquent (other than any payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid when such payments are due and payable, as required under the applicable Ground Lease or Property Document) during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease or Property Document are required to be paid by the Ground Lessor or counterparty thereunder (it being understood, for the avoidance of doubt, that (w) Tenant shall not be required to pay any Impositions with respect to the Leased Property (Octavius) that accrued prior to the First Amendment Date and that the applicable lessor was required to pay under the Prior Octavius Ground Lease, (x) Tenant shall be required to pay any Impositions with respect to the Leased Property (Octavius) that accrue from and after the First Amendment Date on the same terms as any other Leased Property hereunder, (y) Tenant shall not be required to pay any Impositions with respect to the Leased Property (HLV) that accrued prior to the Second Amendment Date and that HLV Landlord was required to pay under the HLV Lease and (z) Tenant shall be required to pay any Impositions with respect to the Leased Property (HLV) that accrue from and after the Second Amendment Date on the same terms as any other Leased Property hereunder)). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to such payments becoming delinquent (except in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid to Landlord at least ten (10) Business Days prior to such payments becoming due and payable under the applicable Ground Lease or Property Document), and Landlord shall make such payments to the taxing authorities or other applicable party prior to delinquency (or, in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), the date that such payments are due and payable under the applicable Ground Lease or Property Document). If and to the extent funds for Impositions are being reserved by Tenant with and held by Fee Mortgagee, Tenant shall be permitted to make a direct request to Fee Mortgagee (contemporaneously providing a copy of such request to Landlord) to cause such funds to be applied to Impositions when due and payable, unless a Tenant Event of Default exists, and, to the extent Fee Mortgagee fails to make such disbursement, the failure to timely pay such Impositions shall not give rise to any Tenant Event of Default or other liability or obligation of Tenant hereunder. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof to the extent payable during the Term, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as before the same respectively become due delinquent and before any fine, penalty, premium, premium or further interest or cost may be added thereto. . (a) Landlord, at its expense, shall, to the extent required Landlord REIT or permitted by Applicable Law, their Affiliate shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”) (irrespective of whether the same comprise Impositions payable by Tenant hereunder or otherwise payable by Landlord, Landlord REIT or any of their Affiliates), and Tenant or Tenant, at its expense, shall, to the extent required ’s applicable direct or permitted by Applicable Laws, indirect parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file all required personal property tax returns in such jurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party Party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother Party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1 (subject to Article XII), shall be accompanied by copies of any applicable Landlord Tax Returns (irrespective together with copies of whether all underlying supporting documentation for any such Landlord Tax Returns), a xxxx therefor and payments thereof, which shall identify in reasonable detail the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (e) Impositions imposed or assessed in respect of the tax-fiscal period during which the Expiration Date occurs shall be adjusted and prorated between Landlord and Tenant; provided, that Tenant’s obligation to pay its prorated share of Impositions imposed or assessed before the Expiration Date in respect of a tax-fiscal period during the Term shall survive the Expiration Date (and its right to contest the same pursuant to Article XII shall survive the Stated Expiration Date). Landlord will not enter into agreements that will result in, or consent to the imposition of, additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided, (i) in each case, Tenant is given reasonable opportunity to participate in the process leading to such agreement and (ii) this sentence shall file not restrict entry into agreements with Persons other than governmental or similar authorities or bodies on the relevant return) basis that such agreements may have the effect of increasing franchise, capital stock or similar taxes that are required to be paid by Tenant not later than hereunder. Impositions imposed or assessed in respect of any tax-fiscal period occurring (in whole or in part) prior to the last date on which the same may Commencement Date or HLV Lease Commencement Date, as applicable, if any, shall be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall or cause to be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)paid.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, and without any duplication as to amounts payable by Tenant as Additional Charges to Landlord, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities or such other third parties where feasible, and . Tenant’s obligation to pay Impositions shall promptly, be absolutely fixed upon request, furnish the date such Impositions become a Lien upon the Leased Property or any part thereof subject to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such paymentsArticle XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . (b) Landlord shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Tenant shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. If For the avoidance of doubt, to facilitate administrative efficiency and to mitigate the risk of duplication of tasks and double-taxation on assets that are on the books and records of Landlord and Tenant, Tenant shall file all tax returns and reports required by any Legal Requirements with respect to or relating to the Leased Property, the Capital Improvements, and Tenant’s Property except to the extent Landlord is required (and Tenant is not otherwise permitted) to make such filing, in which case Landlord shall make such filing following Notice thereof from Tenant. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, or on behalf of Tenant on or after the same date of this Master Lease or in respect of any period prior to the Commencement Date shall be paid over to or retained by Tenant. If Landlord receives such refund from the taxing authority, Landlord shall pay such refund over to Tenant no later than thirty (30) days after receipt of such refund by Landlord. (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify For any property covered by this Agreement as Master Lease that is real property or personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal propertyrequired to be reported hereunder. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII relating to permitted contests, Tenant (a) Grantor shall pay, pay or cause to be paid, all Impositions when due and before any fine, penalty, interest interest, or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentattaches thereto, such payments to be made directly to the taxing authorities where feasibleall taxes, assessments, utility charges, and shall promptlyall other governmental or nongovernmental charges or levies now or hereafter assessed or levied against any part of the Property (including, without limitation, levies or charges resulting from covenants, conditions and restrictions affecting the Property) or upon requestthe lien or estate of the Beneficiary therein (collectively, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If the “Impositions”); provided, however, that if by law any such Imposition may, at the option of the taxpayer, lawfully imposition may be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition)thereof, Tenant the Grantor may exercise the option to pay the same in installments (and any together with accrued interest on the unpaid balance of such Impositionthereof) in installments and, in such event, shall pay such installments during the Term as the same become due and due, before any fine, penalty, premium, further interest or cost may be added attaches thereto. LandlordGrantor shall also pay when due all claims for labor, materials, or supplies that, if unpaid, might become a lien on the Property or any portion thereof. Notwithstanding the terms of this Section 1.9(a) to the contrary Grantor shall have the right to contest any such amounts and defer the payment thereof as and to the extent provided in the Note Purchase Agreement. (b) Should an Event of Default occur and be continuing Beneficiary, at its expenseoption, may engage Ticor Tax Service (or other realty tax payment monitoring service Beneficiary shall select) to monitor, for the balance of the term of the Notes, the payments made by Grantor on the real estate taxes due on the Property. Grantor shall reimburse Beneficiary on demand, the charges for such service. If not so paid, such charges shall be deemed an advancement by the Beneficiary as provided for in section 1.9(d) and shall bear interest accordingly. (c) Grantor may, at its expense and after prior notice to Beneficiary, contest by appropriate legal, administrative, or other proceedings conducted in good faith and with due diligence, the amount, validity, or application, in whole or in part, of any Imposition or lien therefor or any claim of any laborer, materialmen, supplier or vendor or lien therefor, and may withhold payment of the same pending completion of such proceedings if permitted by law, provided that: (i) such proceedings shall suspend collection from the Property; (ii) neither the Property nor any part thereof nor interest therein will be sold, forfeited, or lost if Grantor pays the amount or satisfies the condition being contested, and Grantor would have the opportunity to do so in the event of Grantor’s failure to prevail in the contest; (iii) Beneficiary shall, by virtue of such permitted contest, not be exposed to the extent required any risk of any criminal liability or permitted by Applicable Law, prepare any civil liability for which Grantor has not furnished additional security as provided in clause (iv) following; and file all tax returns and pay all taxes due (iv) Grantor shall have furnished to Beneficiary additional security in respect of Landlord's net income, gross receipts, sales the claim being contested or the loss or damage which may result from Grantor’s failure to prevail in such contest in such form and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition amount as may be required reasonably requested by Government AgenciesBeneficiary. (d) Upon Grantor’s failure to comply with the covenants and agreements contained in this Deed of Trust, including without limitation payment of taxes, charges, assessments, insurance premiums, maintenance and repair of the Property and costs incurred for the protection of the Property and Beneficiary’s priority, Beneficiary, without prejudice to any rights given herein and after ten (10) days’ notice to Grantor, may make advances to perform or cure same in behalf of Grantor; and Grantor hereby agrees to repay all sums so advanced, on written demand, with interest from the date advanced at the Default Rate, as defined in the Note Purchase Agreement. If any refund All sums so advanced, with interest as aforesaid, until paid by Grantor, shall be immediately due and payable and be added to and become a part of any indebtedness or obligation secured hereby in such manner or order as Beneficiary may desire or determine, having the benefit of the lien hereby created as a part thereof and of its priority; but no such advances shall be deemed to relieve Grantor from any taxing authority default hereunder or impair any right or remedy consequent thereto. The exercise of the rights to make advances granted in respect of any Imposition paid by Tenant, the same this paragraph shall be paid over optional with Beneficiary and not obligatory; and Beneficiary shall not, in any case, be liable to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary Grantor for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give exercise any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)right.

Impositions. 4.1.1 Subject to Article VIII relating to permitted contestsSection 4.5, Tenant shall paypay all Impositions attributable to a tax period, or cause to be paidportion thereof, all occurring during the Term (irrespective of whether the Impositions for such tax period are due and payable after the Term), when due and before any fine, penalty, premium, interest or other cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment. Where feasible, such payments to shall be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such paymentsauthorities. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments (provided no such installments shall extend beyond the Term) and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Tenant shall deliver to Landlord, at its expense, shall, not less than five (5) days prior to the extent required due date of each Imposition, copies of the invoice for such Imposition, the check delivered for payment thereof and an original receipt evidencing such payment or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect other proof of payment satisfactory to Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, . 4.1.2 Notwithstanding Section 4.1.1 to the extent required or permitted by Applicable Lawscontrary, prepare and file all other tax returns and reports in with respect of any Imposition as may be to those Impositions, if any, that Landlord is required by Government Agencies. If any refund Legal Requirements to remit directly to the applicable taxing authority, Landlord shall be due from any pay such Impositions directly to such taxing authority in respect and within ten (10) Business Days after Landlord delivering to Tenant notice and evidence of any Imposition such payment, Tenant shall reimburse Landlord for such paid by Tenant, the same shall be paid over to or retained by TenantImpositions. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Leased Property any Facility as may be necessary to prepare any required returns and reports. In the event Government Agencies classify . 4.1.3 Tenant shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to or relating to all Impositions (other than those Impositions, if any, based on Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock). 4.1.4 Tenant may, upon notice to Landlord, at Tenant’s option and at Tenant’s sole cost and expense, protest, appeal or institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and Landlord, at Tenant’s expense, shall reasonably cooperate with Tenant in such protest, appeal or other action; provided, however, that upon Landlord’s request in connection with any property covered by this Agreement as personal propertysuch protest or appeal, Tenant shall file all post an adequate bond or deposit sufficient sums with Landlord to insure payment of any such real estate or personal property tax returns in assessments during the pendency of any such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether or appeal. 4.1.5 Landlord or Tenant Landlord’s designee shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall use reasonable efforts to give prompt Notice notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; , provided, however, that Landlord's any failure by Landlord to give any provide such Notice notice to Tenant shall in no way diminish relieve Tenant of its obligation to timely pay the Impositions, but, with respect to any such Impositions of which Tenant does not otherwise have knowledge, such failure by Landlord shall suspend any default by Tenant hereunder for a reasonable time after Tenant receives notice of any Impositions which it is obligated to pay. 4.1.6 Impositions imposed or assessed in respect of the tax-fiscal period during which the Term commences or terminates shall be adjusted and prorated between Landlord and Tenant's , whether or not such Imposition is imposed or assessed before or after such commencement or termination, and Tenant’s obligation hereunder to pay its prorated share thereof shall survive such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)termination.

Impositions. Subject If charged to Article VIII relating to permitted contestsall other similar users of the Airport facilities, Tenant shall pay, pay or cause to be paidpaid as Additional Rent, all Impositions before taxes, payments in lieu of taxes, assessments, rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, that at any finetime during the Term may be assessed, penaltylevied, interest confirmed, imposed upon, or cost (other than grow or become due and payable out of or in respect of, or become a lien upon, the Premises or the leasehold, or any opportunity cost part thereof as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, this Lease and/or Tenant’s leasehold interest whether such payments to be charges are made directly to Tenant or through or in the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option name of the taxpayerCommission (all such taxes, lawfully be paid payments in installments (whether or not interest shall accrue on the unpaid balance lieu of such taxes, assessments, rates and charges, levies, license and permit fees and other governmental charges being hereafter referred to collectively as “Impositions” and individually as “Imposition”), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give (a) if, by law, any Imposition may at the option of the taxpayer be paid in installments, Tenant may pay the same in such Notice installments over such period as the law allows, and Tenant shall only be liable for such installments as shall become due during the Term, and (b) all Impositions for the fiscal years in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord which the Term shall begin and end shall be responsible for apportioned so that Tenant shall pay only those portions thereof that correspond with the portion of said year as is within the Term. Tenant, upon request of the Commission, shall furnish to the Commission within thirty (30) days of the date when any interest Imposition would become delinquent, official receipts of the appropriate taxing authority, or penalties incurred as a result of Landlord's failure promptly other evidence reasonably satisfactory to forward the same)Commission, evidencing the payment thereof.

Impositions. Subject to Article VIII relating to permitted contestsSection 3.1. From and after the Commencement Date and throughout the Term, Tenant shall pay, or cause to be paid, all Impositions pay and discharge not later than twenty (20) days before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for the non-paymentpayment thereof, all taxes, assessments, water rents, sewer rents and charges, duties, impositions, license and permit fees, charges for public utilities of any kind, payments and other charges of every kind and nature whatsoever, ordinary or extraordinary, foreseen or unforeseen, general or special, in said categories, together with any interest or penalties imposed upon the late payment thereof, which, pursuant to past, present or future law, during, prior to or after (but attributable to a period within) the Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a lien on the Premises or any part thereof, any improvements or personal property in or on the Premises, the Rent and income payable by Tenant or on account of any use of the Premises and such payments to franchises as may be made directly appurtenant to the taxing authorities where feasible, use and shall promptlyoccupation of the Premises (all of the foregoing being hereinafter referred to as "IMPOSITIONS"). Tenant, upon requestrequest from Landlord, furnish shall submit to Landlord copies of official the proper and sufficient receipts or other reasonably satisfactory proof evidencing such paymentsevidence of payment and discharge of the same. If any such Imposition mayImpositions are not paid when due under this Lease, at Landlord shall have the option of the taxpayer, lawfully right but shall not be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option obligated to pay the same (and any accrued interest on the unpaid balance following written notice to Tenant of such payment, provided Tenant does not contest the same as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Additional Rent hereunder. Section 3.2. Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof, provided (i) the same is done at Tenant's sole cost and expense, (ii) nonpayment will not subject the Premises or any part thereof to sale or other liability by reason of such nonpayment, (iii) such contest shall not subject Landlord or the holder (the "MORTGAGEE") of any mortgage or deed of trust (a "MORTGAGE") encumbering all or any part of the Premises to the risk of any criminal or civil liability, and (iv) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage to ensure payment of such contested Imposition) . Landlord agrees to execute and deliver to Tenant any and all documents reasonably required for such purpose and to cooperate with Tenant in installments and, every reasonable respect in such eventcontest, but without any cost or expense to Landlord. Section 3.3. To the extent permitted by law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in annual installments over a period of years, and upon such conversion Tenant shall pay such and discharge said annual installments during the Term as the same they shall become due and before any fine, penalty, premium, further interest or cost may be added theretopayable. Landlord, at its expense, shall, Tenant shall pay all such deferred installments prior to the extent required expiration or permitted by Applicable Lawsooner termination of the Term, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund notwithstanding that such installments shall not then be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledgepayable; provided, however, that any Impositions (other than one converted by Tenant so as to be payable in annual installments as aforesaid) relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be adjusted between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof. Section 3.4. If at any time during the Term, a tax or excise on Rent or other tax, however described, is levied or assessed with respect to the Rent or any part thereof (as opposed to the income of Landlord's failure ) or against Landlord as a substitute in whole or in part for any Impositions theretofore payable by Tenant, Tenant shall pay and discharge such tax or excise on Rent or other tax before it becomes delinquent, and the same shall be deemed to give be an Imposition levied against the Premises. Section 3.5. Except as set forth in Section 3.4 above, Tenant shall not be obligated to pay any franchise, excise, corporate, estate, inheritance, succession, capital, levy or transfer tax of Landlord or any income, profits or revenue tax upon the income of Landlord. Section 3.6. In the event that Landlord is required pursuant to the terms of any Mortgage to make monthly or other tax escrow payments to any Mortgagee or if an Event of Default shall occur and be continuing, Tenant agrees that, on demand made by Landlord, it shall: (i) deposit with Landlord or Mortgagee, on the day of demand and on the same day of each month thereafter until thirty (30) days prior to the date when the next installment of Impositions is due to the authority or other person to whom the same is paid, an amount equal to said next installment of Impositions divided by the number of months over which such Notice shall in no way diminish Tenant's obligation hereunder deposits are to be made; and (ii) thereafter during the Term deposit with Landlord or Mortgagee an amount each month estimated by Landlord or Mortgagee to be adequate to create a fund which, as each succeeding installment of Impositions becomes due, will be sufficient, thirty (30) days prior to such due date, to pay such Impositions installment in full. Landlord or Mortgagee shall use reasonable efforts to cause the monthly deposits to be equal in amount, but neither of them shall be liable in the event that such required deposits are unequal. If at any time the amount of any Imposition is increased or Landlord or Mortgagee believes that it will be, said monthly deposits shall be increased upon demand by Landlord or Mortgagee so that, thirty (except 30) days prior to the due date for each installment of Impositions, there will be deposits on hand with Landlord or Mortgagee sufficient to pay such installments in full. To the extent permitted by applicable law, Landlord or Mortgagee shall not be required to deposit any such amounts in an interest bearing account. For the purpose of determining whether Landlord or Mortgagee has on hand sufficient moneys to pay any particular Imposition at least thirty (30) days prior to the due date therefor, deposits for each category of Imposition shall be treated separately, it being the intention that Landlord shall not be responsible obligated to use moneys deposited for the payment of an item not yet due and payable to the payment of an item that is due and payable. Notwithstanding the foregoing, it is understood and agreed that (a) to the extent permitted by applicable law, deposits provided for hereunder may be held by Landlord or Mortgagee in a single bank account and commingled with other funds of Landlord or Mortgagee, and (b) Landlord or Mortgagee, may, if Tenant fails to make any deposit required hereunder, use deposits made for any interest one item for the payment of the same or penalties incurred as any other item of Rent. If this Lease shall be terminated by reason of any Event of Default, all deposits then held by Landlord shall be applied by Landlord on account of any and all sums due under this Lease; if there is a result of Landlord's failure promptly to forward resulting deficiency, Tenant shall pay the same), and if there is a surplus, Tenant shall be entitled to a refund of the surplus. Section 3.7. If Landlord ceases to have any interest in the Premises, Landlord shall transfer to the person or entity who owns or acquires such interest in the Premises from Landlord and is the transferee of this Lease, the deposits made pursuant to Section 3.6 hereof, subject, however, to the provisions thereof. Upon such transfer of the Premises, the transferor shall be deemed to be released from all liability with respect thereto and Tenant agrees to look to the transferee solely with respect thereto, and the provisions hereof shall apply to each successive transfer of the said deposits; provided, however, that transferor shall not be released from liability unless Tenant either receives said deposits or said deposits continue to be held by Mortgagee for the benefit of transferee and Tenant. Section 3.8. The provisions of this Article 3 shall survive the expiration or earlier termination of this Lease.

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock; provided, that if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at least fifteen (15) days prior to the due date for such returns, extensions and/or reports in order to provide Lessee the opportunity to review such returns, extensions and/or reports and the allocations of any Impositions set forth therein, and TenantLessor shall not file such returns, at its expenseextensions and/or reports without the prior written consent of Lessee, shall, not to the extent required or permitted by Applicable Laws, be unreasonably withheld. Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord For so long as no Event of Default shall have occurred hereunder and Tenant be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.3 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.4 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Xxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a xxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.5 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord For so long as no Event of Default shall have occurred hereunder and Tenant be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.3 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.4 Lessee may, upon notice to Lessor, at Tenant's written requestLessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. All Impositions assessed against such proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Xxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a xxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.5 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax‑fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all real estate taxes prior to delinquency, and all other Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII relating to permitted contests, Tenant (a) Trustor shall pay, or cause to be paid, prior to the date due, and in any event prior to delinquency, all Impositions before any finereal and personal property taxes and assessments, penaltygeneral and special, interest or cost (and all other than any opportunity cost as a result of a failure to take advantage taxes and assessments of any discount for early payment) kind or nature whatsoever (including, without limitation, nongovernmental levies or assessments such as property owners’ association assessments, fee and dues, maintenance charges, water charges, water toll charges, irrigation fees and assessments, levies, or charges resulting from covenants, conditions and restrictions affecting the Trust Estate, which if unpaid or not performed may be added for non-paymentresult in forfeiture of the same), such payments that are assessed or imposed upon the Trust Estate or become due and payable and that create or may create if not paid a lien upon the Trust Estate (the above are sometimes referred to be made directly to the taxing authorities where feasibleherein individually as an “Imposition” and collectively as “Impositions”), and shall promptlyprovided, upon requesthowever, furnish to Landlord copies of official receipts that if by law any Imposition is payable, or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, may at the option of the taxpayertaxpayer be paid, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Tenant Trustor may exercise the option to pay the same (and or cause it to be paid, together with any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same become becomes due and before any fine, penalty, premiuminterest, further interest or cost may be added theretothereto for the nonpayment of any such installment and interest. (b) If at any time after the date hereof there shall be assessed or imposed a fee, tax, or assessment on Beneficiary (other than income taxes) and measured by or based in whole or in part upon this Deed of Trust or the outstanding amount of the Secured Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term “Impositions” as defined in Section 1.08(a) and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. LandlordIf Trustor fails to pay any Impositions prior to delinquency, Beneficiary may, at its expenseoption, shallpursue any and all rights and remedies hereunder or under the Facility Documents as for a default or event of default, and such remedies may be pursued individually, singly or concurrently. (c) Trustor shall have the right before any delinquency occurs to contest or object to the extent amount or validity of any Imposition by appropriate proceedings, but this shall not be deemed or construed in any way as relieving, modifying, or extending Trustor’s covenant to pay any such Imposition at the time and in the manner provided in this Section 1.08, unless Trustor has given prior written notice to Beneficiary of Trustor’s intent to so contest or object to an Imposition, and unless, in Beneficiary’s absolute and sole discretion, (i) Trustor shall demonstrate to Beneficiary’s satisfaction that the proceedings to be initiated by Trustor shall conclusively operate to prevent the sale of the Trust Estate or any part thereof or interest therein to satisfy such Imposition prior to final determination of such proceedings, (ii) Trustor shall furnish a good and sufficient bond or surety as requested by and satisfactory to Beneficiary, or (iii) Trustor shall demonstrate to Beneficiary’s satisfaction that Trustor has provided a good and sufficient undertaking as may be required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, law to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect accomplish a stay of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)sale.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment. Tenant shall make, or cause to be made, such payments to be made directly to the taxing authorities where feasible, (or any such other party imposing the same) and shall promptly, upon request(i) with respect to Primary Impositions, furnish to Landlord once per calendar quarter, a listing of such payments, together, upon the reasonable request of Landlord, with copies of official invoices or receipts or other reasonably satisfactory proof evidencing such payments, and (ii) with respect to Secondary Impositions, furnish to Landlord once per calendar year upon request, provided that Landlord has reasonable justification for any such request in this clause (ii) and includes the same in its request to Tenant, a listing of such material payments, and, upon the reasonable request of Landlord, copies of official invoices or receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make (or cause to be made) such payments directly to the taxing authorities or other applicable party, then Tenant shall make (or cause to be made) such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. Tenant’s obligation to pay (or cause to be paid) Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any such part thereof subject to Article XII. If any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. . (b) Landlord or Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, ’s Parent shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. Landlord Xxxxxx. (d) Xxxxxxxx and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Xxxxxx, to the extent it or any Operating Subtenant possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be (irrespective accompanied by copies of whether a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on with respect to which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)payments are made.

Impositions. Subject to Article VIII relating to permitted contests8, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agenciesgovernmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by TenantTenant if no Default or Event of Default shall have occurred and be continuing. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies governmental authorities classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than thirty (30) days prior to the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage requires deposits on account of Impositions to be made with such Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required and Landlord shall transfer such amounts to such Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with such Facility Mortgagee. Landlord shall give prompt Notice written notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions. Impositions (except that Landlord imposed in respect of the tax-fiscal period during which the Term commences and/or terminates shall be responsible for any interest prorated between Landlord and Tenant, whether or penalties incurred as a result of Landlord's failure promptly to forward the same)not such Imposition is imposed before or after such termination.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable LawLaws, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions. Reference is made to that certain Development Agreement, dated as of 2003, between the City of Xxxxxx, Minnesota (the “City of Xxxxxx”) and SNH CHS Properties Trust, as successor by assignment from Dignified Assisted Living, Inc. (the “Development Agreement”). Notwithstanding anything contained in this Agreement to the contrary, the Impositions payable by Tenant hereunder shall not include any of the Tax Increments described in the Development Agreement. So long as the Development Agreement remains outstanding, (except that Landlord i) SNH CHS Properties Trust shall pay all of the Tax Increments directly to the City of Xxxxxx under the Development Agreement; (ii) SNH CHS Properties Trust shall be responsible for entitled to receive any interest or penalties incurred portion of the Reimbursement Amount (as a result described in the Development Agreement) paid by the City of Landlord's failure promptly Xxxxxx under the Development Agreement, and (iii) Tenant shall pay to forward Landlord the same)fixed amount of $15,000 per year.

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, subject to Article 8 relating to Permitted Contests, shall pay such installments which are due during or with respect to periods occurring during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. If an Event of Default has occurred, Landlord shall apply such amounts to amounts due and owing under this Agreement and to the costs of collection of the same and shall pay any excess to Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).with

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock; provided, that if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at least fifteen (15) days prior to the due date for such returns, extensions and/or reports in order to provide Lessee the opportunity to review such returns, extensions and/or reports and the allocations of any Impositions set forth therein, and TenantLessor shall not file such returns, at its expenseextensions and/or reports without the prior written consent of Lessee, shall, not to the extent required or permitted by Applicable Laws, be unreasonably withheld. Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee’s Personal Property. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lessor and Tenant applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.4 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.5 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Xxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a xxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.7 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. 4.1.1 Subject to Article VIII relating to permitted contestsSection 4.4, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentnonpayment. Subject to Section 4.4, Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at but in no event later than thirty (30) days prior to the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay date the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, would become delinquent. 4.1.2 Landlord shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and shall pay all taxes associated with such tax returns, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Tenant shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in Legal Requirements with respect of any Imposition paid by Tenant, the same shall be paid over to or retained by relating to the Premises and Tenant. ’s Personal Property and shall pay all taxes associated with such tax returns. 4.1.3 Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Premises as may be necessary to prepare any required returns and reportsreports to taxing authorities. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which Landlord shall fileprotest. 4.1.4 Subject to the conditions set forth in Section 12.1, Tenant may, upon notice to Landlord, at Tenant's written request. All Impositions assessed against ’s option and at Tenant’s sole cost and expense, protest, appeal, or institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and Landlord, at Tenant’s expense as aforesaid, shall be (irrespective of whether Landlord reasonably cooperate with Tenant in such protest, appeal, or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest other action but at no cost or penalty. expense to Landlord. 4.1.5 Landlord shall give prompt Notice notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has actual knowledge; provided, however, that but Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's obligation ’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term commences or terminates shall be responsible for any interest adjusted and prorated between Landlord and Tenant, whether or penalties incurred as a result not such Imposition is imposed or assessed before or after such commencement or termination, and Tenant’s obligation to pay its prorated share thereof shall survive termination of Landlord's failure promptly to forward the same)this Lease.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. -24- Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. . (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII relating to permitted contestsa. From and after the Effective Date, Tenant Lessee shall paypay all taxes, assessments for local improvements, use and occupancy taxes, water, storm and sanitary sewer rates and charges, licenses and permit fees, tap fees and other governmental levies and charges which are assessed, levied, confirmed, imposed or become a lien upon the Leased Premises (or any portion thereof), or cause to be paid, all Impositions before any fine, penalty, interest become payable or cost accrue during the Term (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments"Impositions"). If any Lessee does not timely pay such Imposition Impositions Lessor may, at the option of the taxpayerbut shall not be obligated to, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (without waiving Lessee's default) and any accrued interest on such amount so paid, together with a finance charge thereon at the unpaid balance of such Imposition) in installments and, in such eventDefault Rate, shall pay such installments during the Term as the same become be due and before payable to Lessor as Additional Rent upon written demand therefor by Lessor. As soon as reasonably practical, Lessee shall furnish to Lessor official receipts of the appropriate taxing or regulatory authority or a canceled check payable to such taxing authority or other evidence reasonably satisfactory to Lessor evidencing payment thereof. b. So long as there is then no uncured Event of Default, Lessee may contest the collection or assessment of any fineImposition by legal proceedings or other appropriate action. If Lessee so elects to contest such amounts, penaltyXxxxxx shall, premiumprior to the prosecution or defense of any such claim, further interest or cost may be added thereto. Landlord, at notify Lessor in writing of its expense, shalldecision to pursue such contest and, to the extent procedurally required and to avoid the consequences of delinquency, Lessee shall pay the amount in question prior to initiating the contest or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shallotherwise shall provide, to the extent required reasonable satisfaction of Lessor, adequate security to Lessor prior to initiating the contest. Within thirty (30) days after the conclusion of such contest, Lessee shall pay the amount, if any, determined to be due. Notwithstanding the above, Lessee may not delay, reduce or permitted by Applicable Lawsotherwise fail to timely pay in full any charges, prepare and file all other tax returns and reports in respect fees, assessments or payments of any Imposition as may be required by Government Agencies. If any refund shall be kind due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide Lessor; if Lessee protests such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)payments.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before they become delinquent (other than any payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid when such payments are due and payable, as required under the applicable Ground Lease or Property Document) during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease or Property Document are required to be paid by the Ground Lessor or counterparty thereunder (it being understood, for the avoidance of doubt, that (x) Tenant shall not be required to pay any Impositions with respect to the Leased Property (Octavius) that accrued prior to the Amendment Date and that the applicable lessor was required to pay under the Prior Octavius Ground Lease and (y) Tenant shall be required to pay any Impositions with respect to the Leased Property (Octavius) that accrue from and after the Amendment Date on the same terms as any other Leased Property hereunder)). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to such payments becoming delinquent (except in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid to Landlord at least ten (10) Business Days prior to such payments becoming due and payable under the applicable Ground Lease or Property Document), and Landlord shall make such payments to the taxing authorities or other applicable party prior to delinquency (or, in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), the date that such payments are due and payable under the applicable Ground Lease or Property Document). If and to the extent funds for Impositions are being reserved by Tenant with and held by Fee Mortgagee, Tenant shall be permitted to make a direct request to Fee Mortgagee (contemporaneously providing a copy of such request to Landlord) to cause such funds to be applied to Impositions when due and payable, unless a Tenant Event of Default exists, and, to the extent Fee Mortgagee fails to make such disbursement, the failure to timely pay such Impositions shall not give rise to any Tenant Event of Default or other liability or obligation of Tenant hereunder. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property to the extent payable during the Term or any part thereof, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as before the same respectively become due delinquent and before any fine, penalty, premium, premium or further interest or cost may be added thereto. Landlord, at its expense, shall, Nothing in this Section 4.1 shall limit Tenant’s obligations with respect to funding reserves for Impositions to the extent required under Section 31.3. (a) Landlord or permitted by Applicable Law, Landlord REIT shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required ’s applicable direct or permitted by Applicable Laws, indirect parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file all required personal property tax returns in such jurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party Party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother Party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1 (subject to Article XII), shall be accompanied by copies of a xxxx therefor and payments thereof which identify in reasonable detail the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective e) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Commencement Date or the Expiration Date occurs shall be made without interest or penalty. adjusted and prorated between Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledgeand Tenant; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay its prorated share of Impositions imposed or assessed before the Expiration Date in respect of a tax-fiscal period during the Term shall survive the Expiration Date (and its right to contest the same pursuant to Article XII shall survive the Stated Expiration Date). Landlord will not enter into agreements that will result in, or consent to the imposition of, additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided, in each case, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax-fiscal period occurring (except that Landlord in whole or in part) prior to the Commencement Date, if any, shall be responsible for any interest Tenant’s obligation to pay or penalties incurred as a result of Landlord's failure promptly cause to forward the same)be paid.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and Tenant shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement Lease and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's ’s written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's ’s failure promptly to forward the same).

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable LawLaws, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions. Notwithstanding anything contained herein to the contrary, Tenant shall fund (or cause to be funded) any escrows for Impositions required by the lender under the Existing Financing Documents in connection with its obligations to pay such Impositions under this Section 3.1.3(a) (except that Landlord and any amounts so escrowed shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly belong to forward the sameTenant).

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII relating to permitted contests(a) Before interest or penalties are due thereon and otherwise when due, Tenant the Grantor shall pay, or cause to be paidpay all taxes of every kind and nature, all Impositions before charges for any fineeasement or agreement maintained for the benefit of any of the Property, penaltyall general and special assessments (including, interest without limitation, any condominium or cost (planned unit development assessments, if any), levies, permits, inspection and license fees, all water and sewer rents and charges, and all other than any opportunity cost as a result charges and Liens, whether of a failure like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against the Grantor or any of the Property. The Grantor shall comply in all respects with all agreements, mortgages, covenants, and restrictions now or hereafter affecting the Realty or Improvements. The obligations referred to take advantage in this Section are hereinafter collectively referred to as the "Impositions". Within thirty (30) days after the payment of any discount for early payment) may be added for non-paymentImposition, such payments to be made directly the Grantor shall deliver to the taxing authorities where feasible, and shall promptly, upon request, furnish Beneficiary evidence acceptable to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance Beneficiary of such Imposition), Tenant may exercise the option payment. The Grantor's obligations to pay the same Impositions shall survive the Beneficiary's taking title to the Property through foreclosure, deed-in-lieu or otherwise. The Grantor shall also deliver to the Beneficiary, within ten (10) days of receipt thereof, copies of all settlements and notices pertaining to the Impositions which may be issued by any accrued Governmental Authority. (b) Subject to the right of the Grantor to contest the payment of an Imposition as provided in Section 7 hereof, the Beneficiary may pay or perform any Imposition and add the amount so paid or the cost incurred to the Obligations, and all such amounts shall on demand be due and payable, together with interest on thereon from the unpaid balance date of such Imposition) demand at the Default Rate (as such term is defined in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the sameNote).

Impositions. Subject to Article VIII relating to permitted contests(a) Promptly following each payment by Tenant of Impositions in accordance with this Lease, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other proof reasonably satisfactory proof to Landlord evidencing such paymentspayment. For the avoidance of doubt, Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Demised Premises or any part thereof during the Term, subject to the proviso in the immediately succeeding sentence and Section 4.2. Tenant shall also be responsible for all Impositions which, on the Commencement Date, are liens upon the Demised Premises or any part thereof; provided, however, that notwithstanding anything to the contrary herein, Landlord shall be responsible for all Impositions attributable to any period occurring prior to the Commencement Date pursuant to Section 4.1(f) below. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and same, together with any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord. (b) During the Term, at its expense, shall, to the extent required or permitted by Applicable Law, Landlord shall prepare and file or cause to be prepared and filed all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Tenant’s Parent and/or Lease Guarantor shall prepare and file all other tax returns and reports that are required to be filed pursuant to any Legal Requirements with respect to or relating to the Demised Premises, Tenant’s Property and the respective other assets, properties and business operations of Tenant (other than any such amounts that are described in respect of any Imposition as may be required by Government Agencies. If any the exclusions set forth in Section 4.3). (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or and may be retained by Tenant. , net of all of Landlord’s Cost and Expenses incurred in connection with assisting Tenant in obtaining such refund (to the extent Tenant requested such assistance). (d) Each of Landlord and Tenant shall, upon the written request of the otherother Party, provide such data as is may be maintained by the party Party to whom the such request is made with respect to the Leased Property Demised Premises as may be necessary to prepare any required tax returns and and/or reports. In the event Government Agencies classify If any property covered by this Agreement portion of any Demised Premises shall be classified as personal propertyproperty for tax purposes, then Tenant shall file all personal property tax returns in such jurisdictions where it may the same must legally so filebe filed. Each party of Landlord and Tenant shall, to the extent it such Party possesses the same, provide to the otherother Party, upon promptly following such Party’s written request, with such cost and depreciation records necessary for filing tax returns for any property so classified as personal property. Where To the extent that Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide to Tenant with copies of any assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest with respect thereto. (e) Promptly after request by Landlord, Tenant shall (i) notify Landlord of any changes to the amounts, schedules and instructions for payment of any Impositions of which Tenant has obtained knowledge and (ii) send Landlord any applicable bills for Impositions obtained by Tenant from the appropriate taxing authority or entity. Xxxxxxxx for reimbursement by Tenant to Landlord of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a xxxx therefor and payments thereof that identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. So long as no Event of Default exists, Landlord will not voluntarily enter into agreements that would reasonably be expected to result in additional Impositions (other than de minimis additional Impositions or unless Landlord agrees to pay all such additional Impositions) without Tenant’s consent. (f) Impositions imposed or assessed in respect of any tax-fiscal period during which the Term commences or terminates or expires shall be adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed or assessed before or after such commencement, termination or expiration (as applicable), and Tenant’s obligation to pay Tenant’s pro rata share thereof in respect of the applicable tax-fiscal period during the Term shall survive such termination or expiration. Promptly after request by Tenant, Landlord shall file, at Tenant's written request. All pay its pro rata share of any Impositions assessed against such personal property shall be (irrespective of whether Landlord relating to any tax period preceding the Commencement Date or Tenant shall file during the relevant return) paid by Tenant not later than the last date on tax period in which the same may be made without interest or penalty. Landlord shall give prompt Notice to Term commences so that Tenant of can timely pay all Impositions payable by Tenant hereunder of which Landlord at relating to such periods and discharge any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)liens related thereto.

Impositions. (a) Subject to Article VIII Section 4.2 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, nonpayment. Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Property or any part thereof, subject to Section 4.2. Tenant shall also be responsible for all Impositions which, on the date of the Master Lease, is a lien upon the Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required Tenant or permitted by Applicable Law, Tenant’s Parent and/or Lease Guarantor shall prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Property and Tenant’s Property. 4.1.1. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by TenantXxxxxx, net of all of Landlord’s costs, fees and expenses reasonably incurred in connection with obtaining such refund (including all reasonable attorneys’ fees). 4.1.2. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Xxxxxx, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest protest. 4.1.3. Impositions imposed or assessed in respect of the tax-fiscal period during which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property the Term terminates shall be (irrespective adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of whether Landlord or Tenant a tax-fiscal period during the Term shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penaltysurvive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to Tenant withhold consent to customary additional Impositions that other property owners of all Impositions payable by Tenant hereunder properties similar to the Property customarily consent to in the ordinary course of which Landlord at any time has knowledgebusiness); provided, however, that Landlord's failure Tenant is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock; provided, and Tenantthat if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at its expense, shall, least ten (10) days prior to the extent required or permitted by Applicable Lawsdue date for such returns, extensions and/or reports. Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord For so long as no Event of Default shall have occurred hereunder and Tenant be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.3 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.4 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Xxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a xxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.5 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee's obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlordto Lessor's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lessor. 4.1.4 Lessor and Tenant Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.5 Lessee may, upon notice to Lessor, at TenantLessee's written request. All Impositions assessed against option and at Lessee's sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee's expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Xxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a xxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; provided, however, that Landlordbut Lessor's failure to give any such Notice notice shall in no way diminish TenantLessee's obligation obligations hereunder to pay such Impositions. 4.1.7 Impositions (except that Landlord imposed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly to forward the same)not such Imposition is imposed before or after such termination.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions prior to becoming delinquent and in any event before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, payments. Tenant shall make such payments to be made directly to the taxing authorities (or such other party imposing the same) where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least five (5) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordFor the avoidance of doubt, at its expense, shall, Txxxxx shall be responsible for the payment of all Impositions that are due and payable as of the Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the extent required or permitted by Applicable Law, Commencement Date). (a) Landlord shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Operating Property. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenantor on behalf of Tenant or Txxxxx’s Affiliates, including for periods before the same execution of this Lease, shall be paid over to or retained by TenantTenant if no Event of Default has occurred and is continuing. If an Event of Default shall have been declared by Landlord and be continuing, any such refund shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Project as may be is reasonably necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Txxxxx, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) Bxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective e) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providednot such Imposition is imposed or assessed before or after such termination, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's and Txxxxx’s obligation hereunder to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Except to the extent required by law, Lxxxxxxx will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed (except it being understood that Landlord it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax fiscal period occurring (in whole or in part) prior to the Effective Date shall be responsible for any interest Tenant’s obligation to pay or penalties incurred as a result of Landlord's failure promptly cause to forward the same)be paid.

Impositions. (a) Subject to Article VIII Section 4.2 relating to permitted contests, and subject to Section 4.5, during the Term (whether prior or subsequent to any Multi‑Tenant Occupancy Date), Tenant shall pay, or cause to be paid, either one hundred percent (100%) or Tenant’s Proportionate Share, as the case may be, of all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentnonpayment. Unless otherwise requested by Landlord (including to comply with Landlord Mortgage Documents), Tenant shall make such payments to be made directly to the taxing authorities where feasible, or otherwise make such payments to Landlord as part of the Installment Expenses, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Demised Premises or any part thereof, subject to Section 4.2. Tenant shall also be responsible for all Impositions which, on the date of the Master Lease, is a lien upon the Demised Premises or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordNotwithstanding the foregoing, at its expenseif Tenant is making payments of Installment Expenses which include estimated Impositions, shallLandlord shall provide funds to Tenant for the direct payment of Impositions by Tenant not later than thirty (30) days before the due date, as a condition precedent to the extent required or permitted by Applicable Law, Tenant’s obligation to make such direct payments of Impositions. (b) Landlord shall prepare and file or cause to be prepared and filed all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent and/or Lease Guarantor shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Demised Premises and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , net of all of Landlord’s costs, fees and expenses reasonably incurred in connection with obtaining such refund (including all reasonable attorneys’ fees). (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Demised Premises as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Xxxxxxxx for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a xxxx therefor and payments thereof that identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax‑fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax‑fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to Tenant withhold consent to customary additional Impositions that other property owners of all Impositions payable by Tenant hereunder properties similar to the Demised Premises customarily consent to in the ordinary course of which Landlord at any time has knowledgebusiness); provided, however, that Landlord's failure Tenant is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII 8 relating to permitted contests, ----------- --------- Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon written request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon written request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon written request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. --------- Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, -------- however, that Landlord's failure to give any such Notice notice shall in no way ------- diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Tenant or Xxxxxx’s Parent shall be paid over to or retained by Tenant. Landlord Xxxxxx. (d) Xxxxxxxx and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Xxxxxx, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Xxxxxx’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business), provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject Tenant must timely pay, as and when due, any and all taxes, assessments, fees, and charges levied, assessed or imposed by a governmental unit upon this Agreement, the Leased Space, Tenant’s leasehold, Tenant’s Concession business or upon Tenant’s personal property, including but not limited to Article VIII all permit fees and charges of a similar nature for Tenant’s conduct of any business or undertaking in the Leased Space (collectively, “Impositions”). Tenant must provide the Concession Management Representative with copies of any business licenses or permits required for the Tenant to operate the Concession. Tenant must provide Commissioner a copy of all notices relating to permitted contestsleasehold taxes on the Leased Space within 30 days after receipt and must provide the Commissioner with a receipt indicating payment of leasehold taxes on the Leased Space when due. Nothing in this Agreement precludes Tenant from contesting the amount of an Imposition, including those taxes or charges enacted or promulgated by the City, but unless otherwise allowed by the entity imposing the tax or charge, Tenant must pay the tax or charge pending the judicial or administrative decision on the Tenant’s contest. Failure of Tenant to pay any Imposition when due, except to the extent that Tenant is allowed to withhold payment while contesting the amount of the Imposition, will constitute an Event of Default. As provided in Section 4.1, Tenant acknowledges that the leasehold created under this Agreement is taxable, and while Tenant may contest the amount of the leasehold tax, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at contest its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)applicability.

Impositions. Subject to Article VIII relating to permitted contests8, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due due, and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agenciesgovernmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by TenantTenant if no Event of Default shall have occurred and be continuing. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies governmental authorities classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than thirty (30) days prior to the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice written notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions. Impositions (except that Landlord imposed in respect of the tax-fiscal period during which the Term terminates shall be responsible for any interest prorated between Landlord and Tenant, whether or penalties incurred as a result of Landlord's failure promptly to forward the same)not such Imposition is imposed before or after such termination.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities (or other payees) where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordWhere Tenant's direct payment of Impositions (and the filings therefor) are not feasible, Landlord shall cooperate with Tenant to effect the payment of such Impositions (and make the filings therefor), it being understood that the amount of any such Imposition remains Tenant's responsibility and Landlord is only cooperating to assist in remitting such amount; Tenant, at its expense, shall, shall to the extent required or permitted by Applicable Law, prepare and file all other tax returns and reports in respect of any other Imposition as may be required. Landlord shall, at its expense and to the extent required or permitted by Applicable Law, prepare and duly and timely file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, Taxes (other than those with respect to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition Impositions) as may be required by Government Agencies, so as to avoid the imposition of any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment). If Provided no Event of Default shall have occurred and be continuing, notwithstanding any provision of this agreement or any other agreement, including without limitation, the Purchase Agreement, to the contrary, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property the Property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property the Property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord and Tenant shall, upon the other's request, consult with each other in order to avoid the imposition of withholding taxes upon either party, the Property or otherwise concerning the operation thereof. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Impositions. To the extent Landlord is legally required to file a tax return for an Imposition and Tenant is not permitted under Applicable Law to make such filing, Landlord shall be responsible provide Tenant with a copy of the return in sufficient time for any interest or penalties incurred as a result of Tenant to pay the Imposition; provided, however, that Landlord's failure promptly to forward the same)provide such copy shall in no way diminish Tenant's obligation hereunder to pay such Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasibleor other parties to whom payment is required to be made, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayerpayor, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valoremvalorem (except for ad valorem taxes levied on the Leased Property, which Tenant shall bear), franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required by Legal Requirements or to extent permitted by Applicable LawsLaw and requested by Landlord, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority Person in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each 1240817 party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. As applicable, Landlord shall provide Tenant with copies of both real and personal property assessment notices in sufficient time for Tenant to prepare a protest personal or real property tax assessment protest, as applicable, which Landlord Tenant shall filehave the right to file and/or prosecute, at Tenant's written request’s expense, unless Tenant is prohibited from solely prosecuting such protest by Applicable Law, in which case the parties shall reasonably cooperate with each other in the prosecution of such protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).that

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall Trustor will pay, or cause to be paid, when due: (a) All of the following (hereinafter collectively called the “Impositions”): all Impositions before real estate taxes, personal property taxes, assessments, water and sewer rates and charges, and all other governmental levies and charges, of every kind and nature whatsoever, general and special, ordinary and extraordinary, which are assessed, levied, confirmed, imposed or become a lien upon or against the Property or any fineportion thereof, penaltyand all taxes, interest assessments and charges upon the rents, issues, income or cost profits of the Property, or which become payable with respect thereto or with respect to the occupancy, use or possession of the Property, whether such taxes, assessments or charges are levied directly or indirectly; (b) All other than any opportunity cost as a result payments or charges required to be paid to comply with the terms and provisions of a failure to take advantage this Deed of Trust and Credit Agreement and all Loan Documents associated with the Property, all of which are incorporated herein by reference. (c) Upon the occurrence and during the continuance of any discount for early payment) may Event of Default arising from Section 5.1(d),(e), and (h), at Lender’s election any payments made by Trustor to Beneficiary at the time payments are due under the Credit Agreement shall be added for non-payment, such payments accompanied by a sum of money to be made directly held without interest on account of real estate taxes and assessments levied against the Property and insurance premiums for policies required under Section 3.6, below, equal to a proportionate amount of the annual amount of such charges as reasonably estimated by Beneficiary, in order to accumulate sufficient funds to pay such taxes, assessments and insurance premiums thirty (30) days prior to their due date. Said sum shall be held in trust by Beneficiary. If an Event of Default has occurred and is continuing, Beneficiary may apply all monies held pursuant to this paragraph to the taxing authorities where feasiblepayment of real estate taxes and assessments levied against the Property, insurance premiums or to the obligations secured by this Deed of Trust, in such order as Beneficial shall determine; and (d) All other fees, charges and assessments, general or special, in connection with the Property. Within ten (10) days after demand therefor, Trustor shall promptlydeliver to Beneficiary the original, upon requestor a photostatic copy, furnish to Landlord copies of the official receipts receipt evidencing payment of Impositions or other reasonably proof of payment satisfactory proof evidencing such paymentsto Beneficiary. If Notwithstanding the provisions of Section 3.2(a), above, any such Imposition may, at tax or special assessment which is a lien on the option of the taxpayer, lawfully Property may be paid in installments (whether provided that each installment is paid on or not interest shall accrue on prior to the unpaid balance of such Imposition), Tenant may exercise the option to pay date when the same (and any accrued interest on is due without the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect imposition of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII VI relating to permitted contests, Tenant the Borrower Parties shall pay, or cause to be paid, pay all Impositions related to the Properties before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord Lender copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant the Borrower Parties may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordLender, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's Lender’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenantthe Borrower Parties, at its their expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenantor on behalf of the Borrower Parties, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reportsBorrower Parties. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant the Borrower Parties shall file all personal property tax returns in such jurisdictions where it they may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant the Borrower Parties by not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice , subject to Tenant the provisions of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Article VI.

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee's obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlordto Lessor's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lessor. 4.1.4 Lessor and Tenant Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.5 Lessee may, upon notice to Lessor, at TenantLessee's written request. All Impositions assessed against option and at Lessee's sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee's expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Xxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a xxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; provided, however, that Landlordbut Lessor's failure to give any such Notice notice shall in no way diminish TenantLessee's obligation obligations hereunder to pay such Impositions. 4.1.7 Impositions (except that Landlord imposed in respect of the tax-fiscal period during which the Term terminates shall be responsible for any interest adjusted and prorated between Lessor and Lessee, whether or penalties incurred as a result of Landlord's failure promptly to forward the same)not such Imposition is imposed before or after such termination.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions as and when due before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment. Tenant shall make, or cause to be made, such payments to be made directly to the taxing authorities where feasible(or such other party imposing the same), and and, on a quarterly basis, as part of the certification required under Section 4.3 of this Lease, shall promptly, upon requestwhere feasible, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make (or cause to be made) such payments directly to the taxing authorities or other applicable party, then Tenant shall make (or cause to be made) such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. Tenant’s obligation to pay (or cause to be paid) Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any such part thereof subject to Article XII. If any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise pay (or cause to be paid) the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. . (b) Landlord or Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, ’s Parents shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord with respect to or relating to the Leased Property (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant or any Operating Subtenant shall be paid over to or retained by TenantTenant or such Operating Subtenant (and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord (unless Xxxxxx has subsequently reimbursed Landlord therefor)) if no Event of Default has occurred and is continuing. If an Event of Default shall have been declared by Landlord and be continuing, any such refund shall be paid over to or retained by Landlord. (d) Xxxxxxxx and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Xxxxxx, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Xxxxxx’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld, conditioned or delayed (it being understood that it shall not be reasonable to Tenant withhold consent to customary additional Impositions that other property owners of all Impositions payable by Tenant hereunder properties similar to the Leased Property customarily consent to in the ordinary course of which Landlord at any time has knowledgebusiness); provided, however, that Landlord's failure Tenant is given reasonable opportunity to give participate in the process leading to such agreement. Impositions imposed or assessed in respect of any such Notice tax fiscal period occurring (in whole or in part) prior to the Commencement Date shall in no way diminish be Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall or cause to be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)paid.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).Impositions, 35 -26-

Impositions. (a) Subject to Article VIII XII relating to permitted contests, and without any duplication as to amounts payable by Tenant as Additional Charges to Landlord, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-non- payment, . Tenant shall make such payments to be made directly to the taxing authorities or such other third parties where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a Lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . (b) Landlord shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the "Landlord Tax Returns"), and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Tenant shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant's Property. If For the avoidance of doubt, to facilitate administrative efficiency and to mitigate the risk of duplication of tasks and double- taxation on assets that are on the books and records of Landlord and Tenant, Tenant shall file all tax returns and reports required by any Legal Requirements with respect to or relating to the Leased Property, the Capital Improvements, and Tenant's Property except to the extent Landlord is required (and Tenant is not otherwise permitted) to make such filing, in which case Landlord shall make such filing following Notice thereof from Tenant. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, or on behalf of Tenant on or after the same date of this Master Lease or in respect of any period prior to the Commencement Date shall be paid over to or retained by Tenant. If Landlord and Tenant shall, upon request of receives such refund from the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenanttaxing authority, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide pay such refund over to Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not no later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).thirty

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-non- payment, . Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor upon request copies of official receipts or other reasonably satisfactory reasonable proof evidencing such payments. Subject to permitted contests, Lessee’s obligation to pay Impositions shall be fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and usefranchise taxes, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, stock or any other tax specific to the extent required real estate investment trusts or permitted by Applicable Laws, Lessor’s industry. Lessee shall prepare and file all other real estate, property, and all other material tax returns returns, and reports in respect of any Imposition as may be required in respect of the Facility by Government Agencies. If any Legal Requirements and Lessor will cooperate with Lessee to accommodate such filing. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing or, if an Event of Default shall have occurred and then be continuing, at such later time as such Event of Default shall no longer be continuing. Landlord Any other refund shall be paid over to or retained by Lessor. 4.1.4 Lessor and Tenant Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be promptly provided with copies of any assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord protest. Lessee shall filefile all real estate or property tax returns to the fullest extent permitted by law and Lessor will cooperate with Lessee to permit such filing. In no event shall Lessor file any personal or real property tax return prior to consulting with and considering in good faith any comments Lessee may make with respect to valuation thereof or any other relevant matter. 4.1.5 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall cooperate reasonably with Lessee in such protest, appeal, or other action but at no out-of-pocket cost or expense to Lessor. Xxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a xxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; provided, however, that Landlord's . Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions (except that Landlord but Lessee shall not be responsible for any penalties, interest or penalties incurred as a result other amounts resulting from the failure of Landlord's failure promptly Lessor to forward give such notice. 4.1.7 Impositions imposed in respect of the same)tax-fiscal period during which the Term terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination.

Impositions. Subject to the terms of Article VIII 8 relating to permitted contestscontests and except to the extent paid by any Project Mortgagee, Tenant shall will pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities or other party to whom such Imposition is payable where feasible, and shall Tenant will promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant's obligation to pay the Impositions shall be deemed absolutely fixed upon the date the Imposition becomes a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayerLandlord, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term (subject to Tenant's right of contest pursuant to the provisions of Article 8) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, shall prepare and file all tax returns and pay all taxes due reports as may be required by Governmental Authorities in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, expense and to the extent required or permitted by Applicable Laws, applicable laws and regulations shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesGovernmental Authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies Governmental Authorities classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it filing is required and Tenant may legally so filemake such filing. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, will provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice , except to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay the extent such Impositions (except that Landlord shall are to be responsible for paid by any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Project Mortgagee.

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee’s Personal Property. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lessor and Tenant applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.4 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to file a protest. Nothing contained in this Section 4.1.4 shall limit Lessee’s obligation to prepare a protest which Landlord shall and file all tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee’s Personal Property, other than those tax returns and reports as may be required by Legal Requirements with respect to Lessor’s net income, gross receipts, franchise taxes and taxes on its capital stock, and any personal property tax returns Lessor is legally required to file. 4.1.5 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Bxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a bxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; provided, however, that Landlord's but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.7 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be responsible for any interest adjusted and prorated between Lessor and Lessee, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination.

Impositions. Subject to Article VIII relating to permitted contestsTransAct shall pay and discharge, Tenant as soon as the same shall paybecome due and payable, all real property taxes, special or general, ordinary or extraordinary, assessments, water and sewer rents, charges for public utilities, excises, levies, license and permit fees, and other governmental charges which shall be imposed upon or become due and payable or become a lien upon the Leased Property or any part thereof, including any building and improvements which may hereafter be placed or erected thereon, or cause on the sidewalks or streets in front of the same by any federal, state, municipal or other governmental or public authority under existing law or practice, or under any future law or practice (all such real property taxes, assessments, rents, rates, excises, levies and charges being hereinafter referred to as “Impositions”). If, at any time during the term of this Lease, the present method of taxation shall be paid, all changed so that the whole or any part of the said Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may shall be added for non-payment, such payments to be made directly transferred to the taxing authorities where feasiblerentals received from the said real estate, TransAct covenants and agrees to pay such Impositions, whether levied on said real estate in whole or in part, or against said rentals in whole or in part, it being the intent of the parties that TransAct shall pay the Impositions assessed, levied or imposed upon the Leased Property, as above expressed, but not inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit taxes or an equivalent, and shall promptly, upon request, furnish TransAct agrees to Landlord copies of official receipts or other reasonably satisfactory proof evidencing protect and save Bxxxx harmless against any such paymentsImpositions. If any such Imposition may, at the option of the taxpayer, lawfully assessments may be paid in installments (whether or not interest installments, however, TransAct shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option be required to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay only such installments during the Term as the same become due and before any finepayable during the term of this Lease and at the time each such installment becomes due and payable. Upon Bxxxx’s written request, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted copies of all receipted tax and similar bills paid by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund TransAct shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same sent promptly to Bomax. Impositions for periods during which this Lease terminates shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request apportioned as of termination of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Lease Term.

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, promptly upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agenciesgovernmental authorities. If any refund shall Shall be due from any taxing authority in respect of any Imposition imposition paid by Tenant, the same shall be paid over to or retained by TenantTenant so no Default shall have occurred and be continuing. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the applicable Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies governmental authorities classify any property covered by this Agreement the applicable Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage require deposits on account of Impositions to be made with such Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required at the time and place that payments of Minimum Rent are required and Landlord shall transfer such amounts to such Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with such Facility Mortgagee. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; , provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee's obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlordto Lessor's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee's Personal Property. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lessor and Tenant applied to the payment of Lessee's obligations under this Lease in such order of priority as Lessor shall determine. 4.1.4 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)protest.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasibleor other parties to whom payment is required to be made, and shall promptly, upon requestrequest by Landlord, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayerpayor, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordLandlord and TRS Corp., at its their expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's ’s and TRS Corp.’s net income, gross receiptsreceipts (from any source other than the Rent received by Landlord or TRS Corp. from Tenant), sales and use, single business, ad valoremvalorem (except for ad valorem taxes levied on the Leased Property and the Ski Personal Property, which Tenant shall bear), franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority Person in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. In such case, Landlord shall provide Tenant with copies of personal property assessment notices in sufficient time for Tenant to prepare a personal property tax assessment protest which Landlord shall file, at Tenant's ’s expense and written requestrequest (provided Tenant shall be obligated to bear in such regard only Landlord’s actual expenses incurred, excluding overhead costs). All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest interest, penalties, losses or penalties other Claims incurred as a result of Landlord's ’s failure promptly to forward the samesame to Tenant). The terms and provisions in this Section 3.1.3(a) shall be deemed to apply to the Ski Personal Property and the rights and obligations of Tenant and TRS Corp. under the Personal Property Lease to the same extent and in the same manner that they apply to the Leased Property and the rights and obligations of Tenant and Landlord under this Agreement.

Impositions. Subject to Article VIII 10 relating to permitted contestsPermitted Contests and the right of any Facility Mortgagee to require tax escrows as described in the last sentence of this paragraph of subsection (a), Tenant Operating Lessee shall pay, pay or cause to be paid, paid all Impositions (other than Real and/or Personal Property Taxes of the Lessor which shall be paid by the Lessor) attributable to any period during the Term before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentnonpayment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord Operating Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Operating Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordOperating Lessor, at its expense, shall, to the extent required or permitted by Applicable LawLegal Requirements, prepare and file all tax returns and pay all taxes due required to be filed by Operating Lessor, including, without limitation, returns in respect of LandlordOperating Lessor's net income, gross receipts, sales and use, single business, transaction, privilege, rent, ad valorem, franchise taxes taxes, Real Estate Taxes and other Operating Lessor Obligations, and taxes on its capital stock, and TenantOperating Lessee, at its expense, shall, to the extent required or permitted by Applicable LawsLegal Requirements, prepare and file all other tax returns and reports required to be filed by Operating Lessee in respect of any Imposition as may be required by any Government AgenciesAgency. If Provided no monetary Default or Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by TenantOperating Lessee, the same shall be paid over to or retained by TenantOperating Lessee. Landlord Operating Lessor and Tenant shallOperating Lessee shall each, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property that comprises FF&E shall be (irrespective of whether Landlord Operating Lessor or Tenant Operating Lessee shall file the relevant return) paid by Tenant the party that owns the FF&E not later than the last date on which the same may be made without interest or penalty. Landlord All Impositions assessed against such personal property that comprises Operating Lessee's Personal Property shall be (irrespective of whether Operating Lessor or Operating Lessee shall file the relevant return) paid by Operating Lessee not later than the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage require deposits on account of Impositions to be made with the Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Operating Lessee shall either pay Operating Lessor the monthly amounts required with respect to any such Impositions at the time and place that payments of Minimum Rent or Adjusted Gross Rent are required and Operating Lessor shall transfer such amounts to the Facility Mortgagee or, pursuant to written direction by Operating Lessor, Operating Lessee shall make such deposits directly with the Facility Mortgagee, and such payment to Operating Lessor or Facility Mortgagee shall be deemed to satisfy Operating Lessee's obligation hereunder to pay the Impositions. Operating Lessor shall give prompt Notice to Tenant Operating Lessee of all Impositions payable by Tenant Operating Lessee hereunder of which Landlord Operating Lessor at any time has knowledge; provided, however, that LandlordOperating Lessor's failure to give any such Notice shall in no way diminish TenantOperating Lessee's obligation hereunder to pay such Impositions (Impositions, except that Landlord Operating Lessor shall be responsible for any interest or and/or penalties incurred by Operating Lessee as a result of LandlordOperating Lessor's failure promptly to forward any invoices, assessment notices or other bills to Operating Lessee and no Default or Event of Default shall be deemed to have occurred hereunder if Operating Lessee's failure to pay timely any Impositions is due to Operating Lessor's failure to give Operating Lessee such Notice at least ten (10) days before the same)amounts therein are due. Operating Lessee shall give prompt Notice to Operating Lessor of all taxes included in Operating Lessor Obligations payable by Operating Lessor hereunder of which Operating Lessee at any time has knowledge; provided, however, that Operating Lessee's failure to give any such Notice shall in no way diminish Operating Lessor's obligation hereunder to pay such Operating Lessor Obligations, except that Operating Lessee shall be responsible for any interest and/or penalties incurred by Operating Lessor as a result of Operating Lessee's failure to forward any invoices, assessment notices or other bills to Operating Lessor and no Operating Lessor Default shall be deemed to have occurred hereunder if Operating Lessor's failure to pay timely any taxes included in Operating Lessor Obligations is due to Operating Lessee's failure to give Operating Lessor such Notice at least ten (10) days before the amounts therein are due.

Impositions. Subject In the event that any general and special taxes, assessments and governmental charges of any kind and nature whatsoever (collectively "taxes") are lawfully levied against the Premises and/or the improvements thereon and are applicable to Article VIII relating any year during the Term, Tenant agrees to permitted contestspay such taxes, prior to the due date of any tax payment. In addition, Tenant shall paypay upon demand any reasonable fees, expenses and costs incurred by Landlord in protesting any assessments, levies or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result the tax rate. Tenant shall provide Landlord with evidence of a failure to take advantage payment of any discount taxes promptly after the payment date for early such tax payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If at any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments time during the Term as of this Lease, the same become due and before any fine, penalty, premium, further interest present method of taxation shall be changed so that in lieu of or cost may be added thereto. Landlord, at its expense, shall, in addition to the extent required whole or permitted any part of any taxes, assessments or governmental charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by Applicable Lawor based, prepare and file in whole or in part, upon such Rents for the present or any future building on the land which comprises the Premises, then all tax returns and pay all taxes due such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term "taxes" for the purposes hereof. Except as set forth in respect of Landlord's net the preceding sentence, "taxes" shall not include any excise, inheritance, estate, succession, transfer, income, gross receipts, sales and use, single business, ad valoremgift, franchise or capital stock tax levied upon Landlord nor shall "taxes" include any fees or charges arising from the late payment of taxes and taxes on unless Tenant failed to make its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition payment due hereunder as may be required by Government Agenciesrequired. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall filewill, at Tenant's written request. All Impositions assessed against such personal property shall be own cost and expense, bear, pay, and discharge prior to delinquency, all real estate taxes, assessments, sewer, water and charges, duties, impositions, license and permit fees, charges for public utilities of any kind, payments and other charges of every kind and nature whatsoever, ordinary or extraordinary, foreseen or unforeseen, general or special (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at are hereinafter sometimes collectively referred to as "Impositions"), which shall, pursuant to present or future law or otherwise, during the Term be levied, charged, assessed, or imposed upon, or become due and payable for or with respect to, or become a lien on, the Premises, Hangars or any time has knowledge; providedother Alterations (as defined in Section 4) located thereon or therein, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for and any interest or penalties incurred for Tenant's late payment thereof; it being the intention of the parties hereto that the Rent reserved herein shall be received and enjoyed by Landlord as a result net sum free from all of Landlord's failure promptly to forward the same)such Impositions.

Impositions. Subject Borrower will pay (or will cause the applicable Subsidiary Guarantor to Article VIII pay), on or before the due date thereof, (i) all taxes, assessments, levies, license fees, permit fees, dues, charges, fines, and impositions (in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen) of every character whatsoever (including all penalties and interest thereon) now or hereafter levied, assessed, confirmed, or imposed on, or in respect of, or which might constitute a lien upon any Property, or any part thereof, or any estate, right, or interest therein, or upon the rents, issues, income, or profits thereof, (ii) all premiums on policies of insurance covering, affecting, or relating to permitted contestsany Property, Tenant shall payas required pursuant to this Loan Agreement, (iii) all ground rentals, other lease rentals, and other sums, if any, owing by any Subsidiary Guarantor and becoming due under any lease or cause rental contract affecting any Property, and (iv) all utility charges that are incurred by any Subsidiary Guarantor for the benefit of each Property or which might become a charge or lien against any Property, for gas, electricity, water, sewer services, and the like furnished to be paidsuch Property, and all Impositions before any fine, penalty, interest other public or cost (other than any opportunity cost as a result private assessments or charges of a failure to take advantage of similar nature affecting each Property or any discount for early payment) may be added for non-paymentportion thereof, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest the nonpayment of same might result in a lien thereon (collectively, “Impositions”). Borrower shall accrue on submit (or shall cause the unpaid balance applicable Subsidiary Guarantor to submit) to Lender such evidence of the due and punctual payment of all such premiums, rentals, charges, and other sums as Lender might require and shall submit to Lender such evidence of the due and punctual payment of all such taxes, assessments, and other fees and charges as Lender might require. Borrower shall have the right, before any such tax, assessment, fee, or charges become delinquent, to contest or object to the amount or validity of any such tax, assessment, fee, or charge by appropriate legal proceedings, provided that said right shall not be deemed or construed in any way as relieving, modifying, or extending Borrower’s covenant to pay any such tax, assessment, fee, or charge at the time and in the manner provided herein unless (i) Borrower has given prior written notice to Lender of Borrower’s intent to so contest or object, (ii) Borrower shall demonstrate to Lender’s satisfaction that the legal proceedings shall conclusively operate to prevent the sale of each Property, or any part thereof, to satisfy such tax, assessment, fee, or charge prior to final determination of such Imposition)proceedings, Tenant may exercise the option (iii) Borrower shall furnish a good and sufficient bond or surety as requested by and satisfactory to pay the same Lender, and (iv) Borrower shall have provided a good and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term sufficient undertaking as the same become due and before any fine, penalty, premium, further interest or cost may might be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect law to accomplish a stay of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)proceedings.

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s)thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock; provided, and Tenantthat if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at its expense, shall, least ten (10)days prior to the extent required or permitted by Applicable Lawsdue date for such returns, extensions and/or reports. Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord For so long as no Event of Default shall have occurred hereunder and Tenant be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.3 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.4 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee maydeem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Bxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a bxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.5 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. Subject to Article VIII section 17 relating to permitted contests, Tenant shall pay, or cause to be paid, Lessee will pay all Impositions before any fineinterest, penalty, interest fine or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasibleprovided that (a) if, and shall promptlyby law, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, may at the option of the taxpayer, lawfully payor be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Tenant Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments option, and, in such event, . Lessee shall give Lessor prompt written notice of such exercise and shall pay all such installments (and interest ii any) becoming due during the Term term of this Lease as the same respectively become due and before any fine, further interest or any penalty, premium, further interest fine or cost may be added thereto. Landlord; and (b) any Imposition relating to a period, at its expensea part of which is included within the term of this Lease and a part of which extends beyond such term, shall, if an Event of Default shall not then exist under this Lease, be apportioned between Lessor and Lessee as of the expiration of such term. Lessee will furnish to Lessor and to each holder of any mortgage on the extent required Leased Property, for inspection, within 30 days after the date when any Imposition (unless being contested in conformity with section 17) would become delinquent, official receipts, or permitted by Applicable Lawother proof satisfactory to Lessor or such mortgagee, prepare as the case may be, evidencing the payment of such Imposition Lessor will pay in full when due and file payable all tax returns real estate taxes and pay all taxes due betterment assessments in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Property, except such as may be necessary are includible in additional rent and are not paid to prepare any required returns and reports. In the event Government Agencies classify any property covered Lessor by this Agreement as personal propertyLessee when such additional rent is due, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure Lessor may contest, by appropriate legal proceedings the amount or validity or application, in whole or in part, of any tax or betterment assessment, provided that (a) such proceedings shall operate to give suspend the collection thereof from the Leased Property, (b) neither the Leased Property nor any part thereof would be in substantial danger of being forfeited or lost, and (c) Lessor shall have furnished such Notice shall security, if any, as may be required in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)proceedings.

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee’s Personal Property. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lessor and Tenant applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.4 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to file a protest. Nothing contained in this Section 4.1.4 shall limit Lessee’s obligation to prepare a protest which Landlord shall and file all tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee’s Personal Property, other than those tax returns and reports as may be required by Legal Requirements with respect to Lessor’s net income, gross receipts, franchise taxes and taxes on its capital stock, and any personal property tax returns Lessor is legally required to file. 4.1.5 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Bxxxxxxx for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a bxxx therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; provided, however, that Landlord's but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.7 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions Impositions, unless such failure continues for more than twelve (except that 12) months after the date Landlord shall be responsible for any interest or penalties incurred as a result learned of Landlord's failure promptly to forward the same)such Imposition.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions as and when due and payable during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease are required to be paid by the ground lessor thereunder). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property to the extent payable during the Term or any part thereof, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, premium or further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordFor the avoidance of doubt, at its expense, shall, Txxxxx shall be responsible for the payment of all Impositions that are due and payable as of the Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the extent required Commencement Date). (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. Landlord Txxxxx. (d) Lxxxxxxx and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Txxxxx, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Txxxxx’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, subject to ARTICLE 8 relating to Permitted Contests, shall pay such installments which are due during or with respect to periods occurring during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement portion of the Property as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property portion of the Property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice , subject to Tenant the provisions of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).ARTICLE 8 relating to

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).personal

Impositions. Subject to Article VIII relating to permitted contests, Tenant Mortgagor shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly paid pursuant to the taxing authorities where feasibleManagement Agreement (or any Replacement Agreement, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositionas defined below), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date day on which the same may be made paid without penalty or interest, all real estate taxes and payments due in lieu of real estate taxes (collectively, the “Real Estate Taxes”) (unless there shall be in full force and effect a Tax Escrow Agreement [defined in Section 5 hereinbelow] with respect to which Mortgagor shall have performed its obligations), and any municipal sewer rents, municipal water charges, municipal electric and all other municipal and governmental assessments, rates, charges, or impositions which are secured by liens on the Real Property (including the Real Estate Taxes, collectively hereinafter referred to as “Impositions”) which now or hereafter are imposed by law upon the Security, whether relating directly to the Security or to property adjoining or abutting the Security. If any Imposition is not paid within the time hereinabove specified, Mortgagee shall have the right to pay the same, together with any penalty and interest thereon, and the amount or penalty. Landlord amounts so paid or advanced shall give prompt Notice to Tenant of all Impositions forthwith be payable by Tenant hereunder Mortgagor to Mortgagee and shall be secured by the lien of which Landlord this Mortgage; but Mortgagor may in good faith contest, at Mortgagor’s sole cost and expense, by proper legal proceedings, the validity or amount of any time Imposition, on the condition that Mortgagor first shall deposit with or provide evidence to Mortgagee that Manager has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder escrowed an amount sufficient to pay such Impositions (except contested Imposition, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Mortgagor is ultimately required to pay such contested item, and on the further condition that Landlord no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien thereon created by the item being contested, to be responsible sold for the nonpayment thereof, or as shall permit an action, either of foreclosure or otherwise, to be commenced by the holder of any such lien. Mortgagor will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of, any Imposition. Mortgagor hereby assigns to Mortgagee all rights of Mortgagor now or hereafter arising in and to the refund of any Imposition and any interest or penalties incurred as a result thereon. If following receipt of Landlord's failure promptly any such refund by Mortgagee there exists no Event of Default hereunder, then Mortgagee shall pay over the same to forward Mortgagor promptly; if there exists an Event of Default hereunder, Mortgagee may apply said refund in reduction of the same)Indebtedness in whatever order Mortgagee may elect.

Impositions. Subject to Article VIII 8 relating to permitted ----------- --------- contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant and the Manager of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice -------- ------- notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lxxxxx shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lxxxxx shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lxxxxx. 4.1.4 Lessor and Tenant Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and Lxxxxx, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.5 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lxxxxx’s option and at Lxxxxx’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lxxxxx’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Billings for reimbursement by Lxxxxx to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a bill therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lxxxxx has knowledge; provided, however, that Landlord's but Lxxxxx’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lxxxxx’s obligations hereunder to pay such Impositions. 4.1.7 Impositions (except imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or not such Imposition is imposed before or after such commencement or termination and Lessee’s obligation to pay its prorated share thereof shall survive such termination with respect to such Facility. Lessor and Lessee acknowledge and agree that Landlord Impositions imposed or assessed in respect of the tax-fiscal period during which the Term commences or for any prior periods are or will be prorated and adjusted between Current Lessee, Current Manager and Lessee pursuant to the applicable Operations Transfer Agreement(s) and, accordingly, Lessee shall be responsible for paying the same from and after the Commencement Date, whether or not such Impositions relate to any interest or penalties incurred as a result of Landlord's failure promptly periods prior to forward the same)Commencement Date.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by TenantTexxxx. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at Laxxxxxx xt any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's Texxxx’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII relating to permitted contestsCommencing from and after the Actual Commercial Operation Date, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to be paid, such installments becoming due during the Term (from and after the Actual Commercial Operation Date), as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Any Imposition due or becoming due for a period including either the Actual Commercial Operation Date or the expiration date or termination date (as the case may be) of the Term (including, without limitation, any installment of an Imposition payable in installments, together with the accrued interest thereon, that shall be due for the period including either the Actual Commercial Operation Date or the expiration date or termination date, as the case may be) shall be prorated on a daily basis. Landlord, at its expense, shall, to the extent required or permitted by Applicable applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns returns, and pay all taxes due due, in respect of Landlord's ’s net income, gross receipts, sales general excise and use, single business, ad valorem, franchise taxes and taxes on its capital stock, similar taxes; and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable Law, prepare and file file, or cause to be prepared and filed, all other tax returns and reports in respect of any Imposition as may Impositions. Provided no Event of Default shall have occurred and be required by Government Agencies. If continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Premises as may be necessary to prepare any required returns and reports. In the event Government Agencies that any government agency shall classify any property covered by this Agreement Lease as personal property, Tenant shall file shall, at its expense, prepare and file, or cause to be prepared and filed, all personal property tax returns in such jurisdictions where it may legally so file, and pay or cause to be paid all taxes due with respect thereto. Each party Party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantLease, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) be paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions. The Premises shall be a separate tax lot from the Entertainment Complex. Tenant shall have the right, at any time, to seek a reduction in the assessed valuation of the Premises or to contest any Impositions (except that are to be paid, in whole or in part, directly or indirectly by Tenant, if, after Tenant’s written request to Landlord to seek a reduction of, or contest, the Impositions, Landlord shall be responsible for fail or refuse either to do so within thirty (30) days after such request or thereafter to pursue the same timely and diligently. While Tenant is seeking a reduction of, or contesting, any interest Impositions, the failure on Tenant’s part to pay such Impositions or penalties incurred Tenant’s pro rata share thereof (as the case may be) shall not constitute a result default hereunder as long as Tenant complies with the provisions of the applicable statutes governing tax appeals and thus obtains a deferral of Landlord's failure promptly ’s obligation to forward pay the same)amount of Impositions so contested by Tenant. If such a deferral is not obtainable, Tenant shall have the right to pay under protest to the taxing authority the amount owed of the Impositions being contested. If applicable law requires that the proceeding or contest be brought by, or in the name of, Landlord or the then owner of the Premises, Landlord shall join therein or permit such proceeding or contest to be brought in Landlord’s name; provided that, Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with such contest or proceeding.