Common use of Impositions Clause in Contracts

Impositions. 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 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.

Impositions. Tenant 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall pay, as hereinafter providednot later than one day prior to the date such Impositions become delinquent, all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxespersonal property taxes, (b) watergeneral and special assessments, water meter and sewer rents, rates rents and charges, (c) exciseslicense fees, (d) leviesall charges which may be imposed for the use of vaults, (e) license and permit fees; (f) service charges with respect to police protectionchutes, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, if any, (g) fines, penalties areas and other similar space beyond the lot line and abutting the public sidewalks in front of or like governmental charges applicable to adjoining the foregoing and any interest or costs with respect theretoProperty, and (h) any and all other governmental levieslevies and charges (collectively, fees, rents, proffers, assessments or taxes the "Impositions") of every kind and chargesnature whatsoever, 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) shall be assessed, levied, confirmed, imposed or become a lien upon or would have against the Property or any part thereof, or which shall become due and payable out of or in respect of, or would have been charged with respect tothereto, unless contested in good faith as permitted by the Premises Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any document part of the Imposition which is required to which Tenant is a party creating be paid by Mortgagor hereunder; or transferring an interest [iii] changing in any way laws relating to the taxation of deeds of trust or estate debts secured by deeds of trust or mortgage interests in the PremisesProperty, or the use and occupancy thereof by Tenant manner of collection of taxes, in any such case, so as to affect this Mortgage or (2) encumbrances the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or liens on (i) the Premisesreimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or (ii) any appurtenances of reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the PremisesSecured Obligations, Note, this Mortgage, or (iii) any personal property (except personal property which is not owned the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or leased reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice 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 paid not later than the Due Date thereofMortgagor. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.3.3

Impositions. Tenant Borrower shall paypay or cause to be paid, as hereinafter providednot later than the last day on which the same may be paid without penalty or interest, all of real estate taxes, sewer rents, water charges, fees and other payments to be made to any local, State or federal department, board or agency, or any other agency or governmental board or entity having jurisdiction over the following items Portfolio Properties (collectivelya “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 Governmental Authority that are applicable to the Premises or 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 Imposition is not owned by or leased to Tenant)paid within the time hereinabove specified, Fixtures or other facility used in Lender shall have 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option right to pay the same in such installments same, together with any penalty and interest thereon, and the amount or amounts so paid or advanced shall forthwith be payable by Borrower to Lender and shall be responsible secured by the lien of 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 installments onlycontested item, together with applicable interestan 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 as 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; if anythere exists an Event of Default hereunder, relating to periods for which such installment is dueLender may apply said refund in reduction of the Indebtedness in whatever order Lender may elect (subject, provided however, that Tenant shall have notified Landlord of to any refund or credit owed to any tenant under a Lease where such tenant is not in default under its election to pay in installments prior to the Due Date of such ImpositionLease).

Impositions. Tenant shall pay, pay to Landlord as hereinafter provided, additional rent an amount equal to all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxes, (b) water, water meter general real estate taxes 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 supplyspecial assessments, if any, (g) fineslevied against the Premises, penalties or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and other similar or like governmental charges applicable payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the foregoing due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and any interest or costs with respect theretothe first installment of 2006 when said tax bills become due, and notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (h5) days prior to the due date pay as additional rent any and all other governmental levies, fees, rents, proffers, assessments or special taxes and chargesassessments, general water rates and specialall other impositions, ordinary and extraordinary, foreseen and unforeseen, of any every kind and nature whatsoever, and which accrue or may be levied, assessed or imposed upon the Premises, or any interest part thereof, or costs with respect theretoany ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the Term are (1) assessedterm of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, leviedassessment, confirmedlevy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would have become due be payable if the Premises were the only property of Landlord subject to such Impositions, and payable out of or Tenant shall pay and discharge the same as herein provided in respect ofof the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or would have been charged levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect toto the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring an any interest or an estate in the Premises, or the use and occupancy thereof . Upon demand 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)Landlord, Tenant may exercise the option to pay the same in such installments and shall be responsible for the furnish Landlord satisfactory evidence of payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Impositionthereof.

Impositions. 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 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 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.

Impositions. Tenant Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall paypay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, as hereinafter providedNAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, all NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the following items provisions of this Improvements Lease because of the Imposition if (collectively1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, “Impositions”and (2) imposed NAI promptly causes to be paid any amount adjudged by any Governmental Authority that are applicable a court of competent jurisdiction to the Premises or the operation thereof: (a) Taxesbe due, (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) finesall costs, penalties and other similar or like governmental charges applicable interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior 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, earlier 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 Premisesdate that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any appurtenances writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the Premisesnonpayment thereof, or (iii) any personal property (except personal property which is Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not owned by or leased to Tenant), Fixtures or other facility used purchase BNPLC's interest in the operation thereof, or Property pursuant to the Purchase Agreement for a price to BNPLC (viwhen taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid Purchase Agreement, in installments (whether or not interest shall accrue on the unpaid balance case of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay in installments prior a purchase by an Applicable Purchaser) equal to the Due Date of such ImpositionBreak Even Price.

Impositions. Tenant shall Company shall, during the Loan Term, timely, except as otherwise provided herein, bear, pay, as hereinafter providedand discharge, all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 chargesassessments, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or costs with respect theretoif any, which may be taxed, charged, levied, assessed, or imposed upon or against or be payable for or in respect of the Mortgaged Property, or any part thereof, or any improvements at any time during thereon or on Company’s interest in the Term Mortgaged Property under this Loan Agreement, including any new taxes and assessments not of the kind enumerated above to the extent that the same are made, levied against real and personal property, and further including without limitation all water and sewer charges, assessments, and other governmental charges and impositions whatsoever, foreseen or unforeseen, which if not paid when due would encumber the Mortgaged Property (1) assessedall of the 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, levied, confirmed, imposed upon or would have Company shall be required to pay only such installments thereof as become due and payable out of or in respect ofduring the Loan Term as and when the same become due and payable. Any Impositions which Company is required to bear, or would have been charged with respect topay, and discharge shall be remitted directly 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 authority which is not owned by or leased entitled 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 paid not later than the Due Date payment thereof. HoweverWithin 30 days after the last day for payment or as soon thereafter as is reasonably practicable, ifwithout penalty or, by lawinterest, 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 statement issued therefor which has been duly receipted to show the payment thereof. Notwithstanding the foregoing, Company shall have the right, in its name, to contest in good faith the validity or amount of any Imposition may which Company is required to bear, pay, and discharge pursuant to the terms of this Section by appropriate 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 the option of the taxpayer be paid in installments (whether all times effectively stays or not interest shall accrue prevents any official or judicial sale therefor, under execution or otherwise, sets aside on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments its books and shall be responsible 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. Company shall hold Issuer and Trustee whole and harmless from any costs and expenses Issuer and Trustee may reasonably incur related to any such installments only, together with applicable interest, if any, relating to 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 Due Date of such Impositioncontest.

Impositions. Tenant shall pay, as hereinafter provided, all of the following following‌ items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments (subject to the limitation on Tenant’s obligations set forth in Section 4.04 below) and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.

Impositions. Landlord and Tenant shall paycooperate with each other to cause the appropriate taxing authorities to deliver directly to Tenant all statements and invoices for Impositions, effective as hereinafter providedof the Effective Date. Tenant shall pay before any fine, penalty, interest, or cost may be added thereto for the nonpayment thereof, all real estate, municipal utility district and other similar taxes, assessments, ad valorem taxes, water and sewer charges, sales tax on Rent, all gross receipts or “margin” tax assessed against Landlord with respect to, or that is attributable to, Rent, vault charges, license and permit fees, dues or assessments, general or special of any association to which the following items Premises is subject and other governmental levies and charges, general and special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind and nature (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxeswhich may be charged, (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 thereofpayable, during the Term to be paid not later than the Due Date thereof. HoweverTerm; provided, however, that if, by lawLaw, any Imposition may is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositionthereof), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance) in such installments and shall be responsible required to pay only such installments as may become due during the Term as the same respectively become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment thereof. If the Term commences on a day other than January 1 or expires on a date other than December 31, Tenant shall only be liable for the payment of Impositions accruing during the Term (such installments only, together with applicable interest, if any, relating to periods that the same shall be prorated between Landlord and Tenant for which such installment is due, provided however, that calendar year). Tenant shall have notified Landlord of its election to pay in installments prior be entitled to the Due Date benefit of such Impositionany abatements or reduction of any Impositions during the Term and, in all events, shall be entitled to any and all tax incentives, rebates, discounts or other similar payments or inducements which Tenant may negotiate for and receive (even though allocable to the Premises) from any governmental authority with regard to the location of Tenant’s business on the Premises or otherwise. All reductions, refunds, or rebates of Impositions applicable to the Term shall belong to Tenant.

Impositions. Subject to Article XII relating to permitted contests, Tenant shall pay, as hereinafter providedor cause to be paid, all of the following items Impositions before they become delinquent (collectively, “Impositions”) imposed by other than any Governmental Authority that are applicable to the Premises or 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 payments with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, if any, (gx) fines, penalties and other similar Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or like governmental charges applicable (y) Property Documents required 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 theretobe made by Tenant pursuant to Section 7.2(g), which at any time during the Term Tenant shall pay or cause to be paid when such payments are (1) assessed, levied, confirmed, imposed upon or would have become due and payable out of payable, as required under the applicable Ground Lease 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 (2Property Document) 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 the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest may be added for non-payment (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 later than be required to pay any Impositions with respect to the Due 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 directly to the taxing authorities where feasible, and 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. HoweverTenant’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, ifsubject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, by law, if any Imposition may may, at the option of the taxpayer 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 in such installments same, and shall be responsible for any accrued interest on the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date unpaid balance of such Imposition, in installments before the same respectively become delinquent and before any fine, penalty, premium or further interest may be added thereto.

Impositions. Tenant Subject to Article 11 relating to contests, Lessee, at Lessee’s expense, shall paybear, pay and discharge all Impositions at least twenty days prior to the last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become due from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as hereinafter providedthe case may be, all of the following items (collectively, “Impositions”) imposed Lease Term. An official certificate or statement issued or given by any Governmental Authority that are applicable to sovereign or governmental authority or agency, or any public utility, showing the Premises or 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, existence 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 interest or penalties thereof, during the Term to payment of which is the obligation of Lessee as provided herein, shall be paid not later than prima facia evidence for all purposes of this Lease of the Due Date thereofexistence, amount and validity of such Imposition. HoweverUpon the occurrence and continuance of an event of default, if, by law, any Imposition may at the option of Lessor, which may be exercised by written notice to Lessee, Lessee shall pay to Lessor, on each Rent Payment Date during the taxpayer Lease Term, an amount equal to one twelfth (1/12th) of all Impositions becoming due within the ensuing twelve months, as reasonably estimated by Lessor. Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be credited for the difference against the next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in installments (whether whole or not interest shall accrue in part, or if on the unpaid balance rendering of such Imposition)an accounting as aforesaid a deficiency exists or may reasonably be expected, Tenant may exercise the option to Lessee shall pay the same in such installments and to Lessor on demand. The obligations of the parties hereunder shall be responsible for survive the payment expiration or termination of such installments only, together with applicable interest, if any, relating to 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 Due Date of such ImpositionLease Term.

Impositions. 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 the operation thereof: (a) TaxesTenant covenants to pay, (b) waterbefore any fine, water meter and sewer rentspenalty, 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 theretocost may be added thereto for the nonpayment thereof, and (h) as additional rent, 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 Impositions (as defined below) that at any time during prior to, during, or in respect of, the Term are (1) term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or would have with respect to, or grow or become due and or payable out of or in respect of, or would have been charged with respect tobecome a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring an any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or the use and occupancy thereof in lieu of, any other Imposition required to be paid by Tenant or (2) encumbrances or liens on pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises, or ; (ii) income taxes assessed against Landlord, or any appurtenances capital levy, corporation franchise, excess profits, estate or inheritance of the Premises, Landlord; or (iii) any personal property (except personal property which interest and penalties for late payment of real estate taxes where Landlord is not owned by or leased to Tenant)expressly responsible under this Lease for paying such real estate taxes. In addition, Fixtures or other facility used in if at any time during the operation thereof, or (vi) any amounts due to Landlord under term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord a capital levy, gross receipts or other tax directly on the Rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such Rents, the Premises (including Base Rent and Additional Costs (but not limited to the acquisition, leasing, use, or value thereof) or the present or any portion of either) payable future Improvements on the Premises or the construction thereof and/or measured in whole or in part by Tenant hereunderLandlord’s income from the Premises, each then all such Impositiontaxes, assessments, levies and charges, or installment thereofthe part thereof so measured or based, during the Term shall be deemed to be paid not later than included within the Due Date thereof. Howeverterm “Impositions” for the purposes hereof, if, by law, any Imposition may at and Tenant shall pay and discharge the option same as herein provided in respect of the taxpayer be paid in installments (whether payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or not interest shall accrue on the unpaid balance other satisfactory proof evidencing payment of such Imposition). Without limiting the generality of the foregoing provisions, Tenant may exercise the option to pay the same in such installments and shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the payment execution of such installments onlythis Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, together with applicable interest, if any, relating to periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay in installments prior not be responsible for any Impositions to the Due Date extent that they are in respect of such Impositiona period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease).

Impositions. Tenant All payments to be made by Borrower under the Loan Documents shall pay, as hereinafter providedbe free of expense to Lender and to FPSI with respect to the amount of any Impositions, all of which Impositions Borrower assumes and shall pay when due pursuant to the following items (collectivelylaws of each of Mexico and the United States of America, “Impositions”) and in all events prior to the date on which penalties apply, in addition to the other payments provided for in the Loan Documents to be made by it. Borrower's Obligation to pay Impositions shall likewise include the Obligation to pay any increase to Lender or FPSI in tax imposed by any Governmental Authority that are applicable to the Premises Mexico or 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, United States 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 America (or any portion political subdivisions of either) payable as a result of inclusion in income of Lender of any amount required by Tenant hereunder, each such Imposition, or installment thereof, during the Term this paragraph 6.1(g) to be paid not later than to or for Lender or FPSI. In that regard, but without limiting the Due Date thereof. Howevergenerality of the foregoing, ifthe Basic Interest, by lawthe Default Rate, the Receivables Loan Fee, the Inventory Loan Fee, the Custodial Fee, the Availability Fee, any Imposition prepayment premiums and any other amounts payable under the Loan Documents on which Impositions may at the option of the 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 in such installments and imposed shall be responsible for "grossed up" by any such Impositions which may be imposed, in the way of withholding payments or otherwise, so that after taking into account the payment of such installments onlyImpositions, together Lender and FPSI receive, at the times and frequencies required under the Loan Documents, the same amount of interest and other amounts as it would receive had such Impositions not been imposed. Borrower shall promptly make such withholding payments to the Mexican and United States of America taxing authorities, shall obtain receipts from such authorities as to the making of such withholding payments, shall supply Lender with true and correct copies of such receipts within five (5) Business Days following receipt thereof and shall in all other respects comply with all applicable interest, if any, relating Mexican and United States of America tax laws with respect to periods for which the making of such installment Imposition payments. FPSI is due, provided however, that Tenant hereby expressly made a third-party beneficiary of the provisions of this paragraph and shall have notified Landlord of its election the right to pay enforce this paragraph against Borrower in installments prior the same manner as if FPSI were a party to the Due Date of such Impositionthis Agreement.

Impositions. Tenant TransAct shall paypay and discharge, as hereinafter providedsoon as the same shall become due and payable, all of the following items (collectivelyreal property taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises special or the operation thereof: (a) Taxesgeneral, (b) waterordinary or extraordinary, assessments, water meter and sewer rents, rates and chargescharges for public utilities, (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 which shall be imposed upon or become due and payable or become a lien upon the foregoing Leased Property or any part thereof, including any building and improvements which may hereafter be placed or erected thereon, or on the sidewalks or streets in front of the same by any interest federal, state, municipal or costs with respect thereto, and (h) any and all other governmental leviesor public authority under existing law or practice, feesor under any future law or practice (all such real property taxes, assessments, rents, proffersrates, assessments or taxes excises, levies and chargescharges being hereinafter referred to as “Impositions”). If, 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) term of this Lease, the present method of taxation shall be changed so that the whole or any part of the said Impositions shall be transferred to the rentals 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, confirmed, levied or imposed upon the Leased Property, as above expressed, but not inheritance, estate, succession, transfer, gift, franchise, corporation, income or would have profit taxes or an equivalent, and TransAct agrees to protect and save Bxxxx harmless against any such Impositions. If any assessments may be paid in installments, however, TransAct shall be required to pay only such installments as become due and payable out during the term of or in respect ofthis Lease and at the time each such installment becomes due and payable. Upon Bxxxx’s written request, or would have been charged with respect to, the Premises or any document copies of all receipted tax and similar bills paid by TransAct shall be sent promptly to Bomax. Impositions for periods during 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 this Lease terminates shall be apportioned as of termination 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such ImpositionLease Term.

Impositions. Tenant shall Grantor will pay, as hereinafter providednot later than five (5) days before the last day on which the same may be paid without penalty or interest, all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 municipal and governmental leviesassessments, feesrates, rents, proffers, assessments or taxes and charges, general impositions and specialliens (hereinafter referred to as "Impositions") which now or hereafter are imposed by law or contract upon the Security, ordinary and extraordinary, foreseen and unforeseen, of whether relating directly to the Security or to property adjoining or abutting the Security. If 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 Imposition is not owned by or leased to Tenant)paid within the time hereinabove specified, Fixtures or other facility used in Beneficiary shall have 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option right to pay the same in such installments same, together with any penalty and interest thereon, and the amount or amounts so paid or advanced shall forthwith be payable by Grantor to Beneficiary and shall be responsible secured by the lien of this Deed of Trust; but Grantor may in good faith contest, at Grantor's own cost and expense, by proper legal proceedings, the validity or amount of any Imposition, on the condition that Grantor shall deposit with Beneficiary, as security for the payment of such installments onlycontested item, together with applicable interest, an amount equal to the contested item plus all penalties and interest which would be payable if any, relating to periods for which such installment Grantor is due, provided however, that Tenant shall have notified Landlord of its election 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 as shall permit the Security, 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. Grantor will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of any Imposition. Grantor hereby assigns to Beneficiary all rights of Grantor now or hereafter arising in installments prior and to the Due Date refund of any Imposition and any interest thereon. If following receipt of any such Impositionrefund by Beneficiary, there exists no Event of Default (as hereinafter defined) hereunder, then Beneficiary shall pay over the same to Grantor promptly after demand; if there exists an Event of Default hereunder, Beneficiary may apply said refund in reduction of the Indebtedness in whatever order Beneficiary may elect. Any such reduction of the Indebtedness by Beneficiary pursuant to this Section 4 shall not be subject to any prepayment penalty.

Impositions. (a) Tenant shall covenants and agrees to pay, during the Term, as hereinafter providedAdditional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, utility bills referred to in Paraxxxxx 0, xxxxxx xxxhting, 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 Premises are subject incurred in the use, occupancy, operation, leasing or possession of the following items Premises (collectivelyexcluding any income taxes on the Fixed Rent imposed on Landlord, “Impositions”) it being the intent of the parties hereto that any tax on the net income derived from the Fixed Rent payable in respect to the Premises imposed by any Governmental Authority that are applicable to the Premises governmental authority shall be paid by Landlord), without particularizing by any known name or the operation thereof: (a) Taxesby whatever name hereafter called, (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 whether any of the foregoing and any interest be general 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 or extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or costs with respect theretounforseen, 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 may be payable. 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 shall pay all special (or any portion of eithersimilar) payable by Tenant hereunder, each such Imposition, assessments or installment thereofinstallments thereof (including interest thereon) for public improvements or benefits which, during the Term to shall be paid not later than laid, assessed, levied or imposed upon or become a lien upon the Due Date Premises and which are payable during the Term, or any portion thereof. However; provided, ifhowever, that if by lawlaw any special assessment is payable or, any Imposition may at the option of the taxpayer party obligated to make such payment, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositionspecial assessment), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments onlysame, together with applicable interestany interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, if anypenalty, relating to periods interest or cost may be added thereto for which the nonpayment of any such installment is due, provided however, that and the interest thereon. Tenant shall have notified Landlord pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Premises, or any portion thereof, which are due and payable during the Term. At the end of its election the Term of the Lease, Tenant's obligation to pay such taxes shall be prorated in installments prior to the Due Date of such Impositionevent the tax period and the Term are not coextensive.

Impositions. Tenant Grantor will pay (if and to the extent Grantor shall paynot have placed adequate funds in escrow pursuant to Section 5 below to cover such payment), as hereinafter providedbefore the last day on which the same may be paid without penalty or interest, all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 water 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 municipal and governmental leviesassessments, feesrates, rents, proffers, assessments or taxes and charges, general impositions and specialliens (hereinafter referred to as "Impositions") which now or hereafter are imposed by law upon the Security, ordinary and extraordinary, foreseen and unforeseen, of whether relating directly to the Security or to property adjoining or abutting the Security. If 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 Imposition is not owned by or leased to Tenant)paid within the time hereinabove specified, Fixtures or other facility used in Grantee shall have 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option right to pay the same in such installments same, together with any penalty and interest thereon, and the amount or amounts so paid or advanced shall forthwith be payable by Grantor to Grantee and shall be responsible secured by the lien and security title of this Deed; but Grantor may in good faith contest, at Grantor's own cost and expense, by proper legal proceedings, the validity or amount of any Imposition, on the condition that Grantor first shall deposit with Grantee, as security for the payment of such installments onlycontested item, together with applicable interest, an amount equal to the contested item plus all penalties and interest which would be payable if any, relating to periods for which such installment Grantor is due, provided however, that Tenant shall have notified Landlord of its election 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 as shall permit the Security, 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. Grantor will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of any Imposition. Grantor hereby assigns to Grantee all rights of Grantor now or hereafter arising in installments prior and to the Due Date refund of any Imposition and any interest thereon. If following receipt of any such Impositionrefund by Grantee, there exists no Event of Default (as hereinafter defined) hereunder, then Grantee shall pay over the same to Grantor promptly after demand; if there exists an Event of Default hereunder, Grantee may apply said refund in reduction of the Indebtedness in whatever order Grantee may elect.

Impositions. Tenant shall pay, pay to Landlord as hereinafter provided, additional rent an amount equal to all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxes, (b) water, water meter general real estate taxes 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 supplyspecial assessments, if any, (g) fineslevied against the Premises, penalties or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and other similar or like governmental charges applicable payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the foregoing due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and any interest or costs with respect theretothe first installment of 2006 when said tax bills become due, and notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition. Tenant shall not less than five (h5) days prior to the due date pay as additional rent any and all other governmental levies, fees, rents, proffers, assessments or special taxes and chargesassessments, general water rates and specialall other impositions, ordinary and extraordinary, foreseen and unforeseen, of any every kind and nature whatsoever, and which accrue or may be levied, assessed or imposed upon the Premises, or any interest part thereof, or costs with respect theretoany ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the Term are (1) assessedterm of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, leviedassessment, confirmedlevy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would have become due be payable if the Premises were the only property of Landlord subject to such Impositions, and payable out of or Tenant shall pay and discharge the same as herein provided in respect ofof the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or would have been charged levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect toto the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring an any interest or an estate in the Premises, or the use and occupancy thereof . Upon demand 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)Landlord, Tenant may exercise the option to pay the same in such installments and shall be responsible for the furnish Landlord satisfactory evidence of payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Impositionthereof.

Impositions. Tenant All payments to be made by Borrower under the Receivables Loan Documents shall pay, as hereinafter providedbe free of expense to Lender and to FPSI with respect to the amount of any Impositions, all of which Impositions Borrower assumes and shall pay when due pursuant to the following items (collectivelylaws of each of Mexico and the United States of America, “Impositions”) and in all events prior to the date on which penalties apply, in addition to the other payments provided for in the Receivables Loan Documents to be made by it. Borrower's Obligation to pay Impositions shall likewise include the Obligation to pay any increase to Lender or FPSI in tax imposed by any Governmental Authority that are applicable to the Premises Mexico or 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, United States 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 America (or any portion political subdivisions of either) payable as a result of inclusion in income of Lender of any amount required by Tenant hereunder, each such Imposition, or installment thereof, during the Term this paragraph 6.1(g) to be paid not later than to or for Lender or FPSI. In that regard, but without limiting the Due Date thereof. Howevergenerality of the foregoing, ifthe Basic Interest, by lawthe Default Rate, the Receivables Loan Fee, the Custodial Fee, the Availability Fee, any Imposition prepayment premiums and any other amounts payable under the Receivables Loan Documents on which Impositions may at the option of the 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 in such installments and imposed shall be responsible for "grossed up" by any such Impositions which may be imposed, in the way of withholding payments or otherwise, so that after taking into account the payment of such installments onlyImpositions, together Lender and FPSI receive, at the times and frequencies required under the Receivables Loan Documents, the same amount of interest and other amounts as it would receive had such Impositions not been imposed. Borrower shall promptly make such withholding payments to the Mexican and United States of America taxing authorities, shall obtain receipts from such authorities as to the making of such withholding payments, shall supply Lender with true and correct copies of such receipts within five (5) Business Days following receipt thereof and shall in all other respects comply with all applicable interest, if any, relating Mexican and United States of America tax laws with respect to periods for which the making of such installment Imposition payments. FPSI is due, provided however, that Tenant hereby expressly made a third-party beneficiary of the provisions of this paragraph and shall have notified Landlord of its election the right to pay enforce this paragraph against Borrower in installments prior the same manner as if FPSI were a party to the Due Date of such Impositionthis Agreement.

Impositions. 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 the operation thereof: (a) TaxesBorrower will pay each Imposition at least 15 days before the date (the “Imposition Penalty Date”) that is the earlier of (i) the date on which the Imposition becomes delinquent and (ii) the date on which any penalty, interest or charge for non-payment of the Imposition accrues. Notwithstanding the foregoing, Lender will cause the Accumulations Depositary (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 supplyi.e. the pledge agent), if any, under the Tax Pledge to pay all Real Estate Taxes (gi.e. all “Taxes” as defined in the Tax Pledge) fines, penalties and other similar on or like governmental charges applicable prior 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, earlier 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 dates set forth 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 clauses (i) the Premises, or and (ii) any appurtenances of the Premisespreceding sentence, or provided that (iiiA) without limiting any personal property (except personal property which is not owned by or leased other provisions set forth herein, Borrower has timely paid to Tenant), Fixtures or other facility used said pledge agent for deposit in the operation thereof, or (vi) any amounts due to Landlord account established 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible Tax Pledge sufficient funds for the payment of such installments onlyReal Estate Taxes (and any other Real Estate Taxes then due and owing any other “Tax Authority”, together as defined in the Tax Pledge) and all fees and other amounts that may then be due under the Tax Pledge (it being acknowledged and agreed that the reference set forth in this clause (A) to “timely paid” shall mean that Borrower has made such payments to said pledge agent for deposit in such account at least 15 days before the Imposition Penalty Date), (B) in accordance with applicable interestthe terms of the Tax Pledge, if anyLender or said pledge agent has received a bill or other evidence of such Real Estate Taxes not less than 15 Business Days before the Imposition Penalty Date and (C) no Event of Default has occurred and is then continuing (the conditions set forth in clauses (A)-(C), relating to periods for which such installment is duecollectively, provided however, that Tenant shall have notified Landlord the “Payment Conditions Precedent”). In the event each of its election the Payment Conditions Precedent has been satisfied in a timely manner and the pledge agent fails to pay in installments the applicable Real Estate Taxes on or prior to the Due Date Imposition Penalty Date, Lender (without waiving any rights Lender may have against such pledge agent) shall cause such Real Estate Taxes to be paid and shall hold Borrower harmless from any penalties that may accrue as a result of any such Impositionnon-payment or late payment (provided that Borrower shall promptly advise Lender in writing of any notice of non-payment or late payment that Borrower may receive from the applicable Tax Authority).

Impositions. 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 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 Before interest or costs with respect theretopenalties are due thereon and otherwise when due, and (h) any and pay all other governmental levies, fees, rents, proffers, assessments or taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any every kind and nature whatsoever, (including real 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)taxes on the Mortgaged Property, Fixtures or other facility used in the operation thereofincome, or (vifranchise, withholding, profits and gross receipts taxes) any amounts due to Landlord under this Lease, including Base Rent and Additional Costs (assessed against Mortgagor or any portion of either) payable by Tenant hereunderthe Mortgaged Property, each such Impositionall charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments (including, without limitation, any condominium or installment thereofplanned unit development assessments, during if any), levies, permits, inspection and license fees, all mortgages and other liens or encumbrances upon any portion of the Term to be paid not later than Mortgaged Property, all water and sewer rents and charges, and all other charges and liens, whether of a like or different nature, even if unforeseen or extraordinary, now or hereafter imposed upon or assessed against Mortgagor or any of the Due Date Mortgaged Property or arising in respect of the ownership, occupancy, use or possession thereof. HoweverIn addition, ifMortgagor shall pay promptly on demand all taxes, assessments and charges which may now or hereafter be imposed upon Mortgagee by law, reason of its holding any Imposition may at the option of the taxpayer be paid Loan Documents, including intangibles, business privilege and excise taxes, but excluding any taxes upon the income derived by Mortgagee upon the interest or other sums collected by Mortgagee pursuant to the Loan Documents. The obligations referred to in installments this Section are hereinafter collectively referred to as the "Impositions". Within thirty (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for 30) days after the payment of any Imposition, Mortgagor shall deliver to Mortgagee evidence acceptable to Mortgagee of such installments only, together with applicable interest, if any, relating payment. Mortgagor shall also deliver to periods for which such installment is due, provided however, that Tenant shall have notified Landlord Mortgagee within ten (10) days of its election to pay in installments prior receipt thereof copies of all settlements and notices pertaining to the Due Date of such ImpositionImpositions which may be issued by any governmental authority.

Impositions. Tenant shall pay, as hereinafter provided, all of the following items reimburse Landlord for (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 supplyor, if anyrequested by Landlord, (gwill pay or cause to be paid prior to delinquency) finesall sales, penalties excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other similar or like governmental charges applicable to the foregoing and any interest or costs with respect theretotaxes, and (h) any and all other governmental levies, fees, rentscharges, profferssurcharges, assessments or taxes penalties which arise out of or are attributable to this Lease or which are imposed upon Landlord or the Leased Property because of the ownership, leasing, occupancy, sale or operation of the Leased Property, or any part thereof, or relating to or required to be paid by the terms of any of the Permitted Encumbrances, excluding only Landlord's Liens and Excluded Taxes (collectively, all such taxes, levies, fees, charges, general surcharges, assessments or penalties, other than Landlord's Liens and specialExcluded Taxes, ordinary are herein called the "IMPOSITIONS"). If Landlord requires Tenant to pay any Impositions directly to the applicable taxing authority or other party entitled to collect the same, Tenant shall furnish Landlord with receipts showing payment of such Impositions and extraordinaryother amounts prior to delinquency; except that Tenant may in good faith by appropriate proceedings contest the validity, foreseen and unforeseen, applicability or amount of any kind and nature whatsoeverasserted Imposition, and any interest pending such contest Tenant shall not be deemed in default of this subparagraph (or costs with respect thereto, which at any time during subparagraphs t or u) because of the Term are contested Imposition if (1) assessedwithin sixty (60) days after being asked to do so by Landlord, leviedTenant bonds over to the reasonable satisfaction of Landlord any lien asserted against the Leased Property and alleged to secure an amount in excess of $500,000 because of the contested Imposition, 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 Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to Landlord, and (3) Tenant promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, that in any event each such contest shall be concluded and the Impositions, penalties, interest and costs shall be paid prior to the date (i) any criminal action is threatened or instituted against Landlord or its directors, officers or employees because of the Premises, nonpayment thereof or (ii) any appurtenances writ or order is issued under which any property owned by Landlord (including the Leased Property) may be seized or sold or any other action is threatened or instituted against Landlord or any property owned by Landlord because 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 nonpayment 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.

Impositions. Tenant Subject to the right of Mortgagors (or any of them) to contest an Imposition (as hereinafter defined) as set forth below and subject to Section 5 below, Mortgagors shall pay, as hereinafter providedbefore the last day on which the same may be paid without penalty or interest, all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxes, (b) water, water meter and sewer rents, rates and water 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 municipal electric and all other municipal and governmental leviesassessments, feesrates, rents, proffers, assessments or taxes and charges, general impositions and specialliens (hereinafter referred to as "Impositions") which now or hereafter are imposed by law upon the Security. Subject to the contest rights hereinafter provided for, ordinary 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 extraordinary, foreseen and unforeseen, of any kind and nature whatsoeverinterest thereon, and any interest the amount or costs with respect thereto, which at any time during amounts so paid or advanced shall forthwith be payable by Mortgagors to Mortgagee and shall be secured by the Term are (1) assessed, levied, confirmed, imposed upon or would have become due and payable out lien 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 Mortgage; but Mortgagors (or any portion of eitherthem) payable may in good faith contest, at their (or its) own cost and expense, by Tenant hereunderproper legal proceedings, each such the validity or amount of any Imposition, or installment thereof, during the Term to be paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)condition that the Mortgagor(s) in question first shall deposit with Mortgagee or a mutually satisfactory escrow agent pursuant to a mutually satisfactory agreement, Tenant may exercise the option to pay the same in such installments and shall be responsible as security for the payment of such installments onlycontested item, together with applicable interest, an amount equal to the contested item plus all penalties and interest which would be payable if any, relating to periods for which such installment is due, provided however, that Tenant shall have notified Landlord Mortgagors (or any of its election them) are ultimately required to pay such contested item (with due credit to Mortgagors for interest which will accrue on such deposit if held by such escrow agent, Mortgagee hereby agreeing to permit such escrow agent to invest the same at Mortgagors' direction in installments prior the investments permitted under the Tax Escrow Agreement (as defined in Section 5 hereof) unless an Event of Default exists hereunder, in which event Mortgagee shall direct such investments), and on the further condition that 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 sold for the nonpayment thereof, or as shall permit an action of foreclosure or the like to be commenced by the holder of any such lien. In the event that there is not an escrow agent, any deposit required hereunder shall be deposited with Mortgagee to be held in a service account which is non-interest bearing to the Due Date Mortgagors. Mortgagors will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of, any Imposition. Mortgagors hereby assign to Mortgagee all rights of Mortgagors now or hereafter arising in and to the refund of any Imposition and any interest thereon. If at the time of receipt of any such Impositionrefund by Mortgagee there exists no Event of Default hereunder, then Mortgagee shall pay over the same to Mortgagors promptly after demand; if there exists an Event of Default hereunder, Mortgagee may apply said refund in reduction of the Indebtedness in whatever order Mortgagee may elect.

Impositions. 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 the operation thereof: (a) TaxesTenant shall pay all real estate taxes, (b) assessments for local improvements, water, water meter and storm and sanitary sewer rents, rates and charges, (c) excises, (d) levies, (e) license licenses and permit fees; (f) service charges with respect to police protection, fire protectionpersonal property taxes, 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 theretotaxes, and (h) any and all other governmental levies, fees, rents, proffers, assessments or taxes levies and charges, general and special, ordinary and extraordinary, foreseen and unforeseenunforeseen as well as foreseen, of any kind and nature whatsoever, and any interest or costs with respect thereto, whatsoever 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 ofimposed, or would have been charged with respect to, the Premises or any document to which Tenant is become a party creating or transferring an interest or estate in lien upon 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) become payable by Tenant hereunder, each such Imposition, or installment thereof, during the Term of this Lease or any renewal or extension thereof (the "Impositions"), payment thereof to be paid not later than made before any fine, penalty, interest, or cost may be added thereto for the Due Date nonpayment thereof. However; provided, ifhowever, that if by law, law any Imposition is payable, or may at the option of the taxpayer be paid 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 any accrued interest on the unpaid balance of such Imposition) in installments as the same respectively become due and payable and before any fine, penalty, interest, or cost may be added thereto for the nonpayment of any such installments installment and interest; and provided, further, that any Imposition relating to a fiscal period of the taxing authority a portion of which is included within the Term and a portion of which is included in a period of time prior to commencement date hereof or after the expiration of the Term or any extensions thereof (for reasons other than Tenant's default hereunder) shall be responsible adjusted between Landlord and Tenant as of the commencement date hereof or such expiration date. Forty-five (45) days prior to the expiration of the Term, Landlord shall xxxx Tenant for its pro rata share of the Impositions based upon the overlap of the last year of the Lease and the fiscal period of the taxing authorities, as reasonably estimated by Landlord, which shall not be subject to re-adjustment. Such pro rata billing shall be based upon the Impositions for the payment previous fiscal year. Tenant shall pay each such pro rata billing to Landlord within thirty (30) days of such installments onlyreceipt thereof; provided, together with applicable interest, if any, relating to periods for which such installment is due, provided however, that if the Impositions for the last fiscal year of the taxing authorities into which the Term extends shall vary from those of the previous fiscal year, Tenant and Landlord shall have notified make a final adjustment at the end of the last such fiscal year based upon the Impositions actually paid by Landlord, and any such liability of Landlord or Tenant for any such adjustment shall specifically survive the termination of its election to pay in installments prior to the Due Date of such Impositionthis Lease.

Impositions. Tenant shall paySubject to Tenant's right to contest set forth in Section 11.1, as hereinafter provided, all of the following items (collectively, “Impositions”) imposed by for any Governmental Authority that are applicable to the Premises or 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 period within 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 daily prorations for periods partially within the Term to be paid not later than and 35 partially outside the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such ImpositionTerm), Tenant may exercise shall pay and discharge all Real Estate Taxes pursuant to the option procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord's failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other bill xxxated to any such Real Estate Tax received by Landlord or (b) Landlord's failure to timely pay any such Real Estate Tax after it has timely received Tenant's or Depository's payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such installments interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord by Tenant), except late payment caused by Landlord's failure to remit any such Imposition in accordance with Tenant's reasonable instructions or Landlord's failure to promptly forward Tenant a copy of any tax or other bill xxxated to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) that this Restated Lease requires Tenant to have paid or escrowed, as applicable. Landlord shall be responsible for entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the payment of extent such installments only, together with applicable interest, if any, relating to periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay in installments Imposition was due and payable prior to the Due applicable Commencement Date based on Landlord's prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the same. Tenant shall be entitled to any refund of any Impositions (and penalties and interest paid by Tenant) and interest earned thereon to the extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of such overpayment promptly upon receipt of the same.

Impositions. 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 the operation thereof: (a) TaxesCommencing with the Rental Commencement Date, (b) waterall Impositions which shall thereafter be properly made, water meter levied, assessed, or imposed by a governmental authority directly and sewer rentssolely upon the Leased Premises or any improvements constructed thereon for the Term of the Lease shall be the responsibility of, rates and paid by, Tenant; and Tenant shall save Landlord harmless from any charges, (c) excisescosts, (d) leviesexpenses and/or liability therefor. Payment of Impositions shall be made directly to the taxing authority making such levy, (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 supplyand, if anyImpositions may be paid in installments, (g) finesTenant may do so. Upon request, penalties and Tenant shall deliver to Landlord copies of the official receipts of such taxing authorities or other similar or like governmental charges applicable proof evidencing timely satisfaction of Tenant's obligation to pay Impositions. Impositions attributable to the foregoing Leased Premises for the period prior to the Rental Commencement Date and after the Term of the Lease shall be the sole responsibility of Landlord. Landlord shall use its best efforts to cause the Leased Premises to be assessed as a separate and distinct tax lot and shall forward or cause to be forwarded any interest tax bills or costs with respect theretotax-related correspondence to Tenant in a prompt and timely manner. In the event the Leased Premises and/or the Hotel are not separately assessed but are part of a single "Tax Parcel", and (h) any Tenant shall pay a proportionate share of all Impositions which may be levied or assessed by the lawful taxing authorities against the land, buildings 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 theretoimprovements within the Tax Parcel, 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 proportionate share shall be (i) the PremisesImpositions levied with respect to such tax year against the land comprising the Tax Parcel multiplied by a fraction, or (ii) any appurtenances the numerator of which shall be the Premises, or (iii) any personal property (except personal property which is not owned by or leased to Tenant), Fixtures or other facility used number of acres in the operation thereof, or (vi) any amounts due to Landlord under this Lease, including Base Rent Leased Premises and Additional Costs (or any portion the denominator of either) payable by Tenant hereunder, each such Imposition, or installment thereof, during the Term to be paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.which

Impositions. Tenant A. Subject to the provisions of Section 9 hereof, the Borrower shall pay, or cause to be paid, without deduction (except such discount as hereinafter providedmay be permitted by law), defalcation or abatement, before the last day on which the same may be paid without penalty or interest, all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxesground rents, (b) water, water meter and sewer rents, rates and charges, (c) excises, (d) levies, (e) license and permit fees; (f) service water 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 municipal and governmental assessments, fees (including, without limitation, license, permit, inspection, authorization and similar fees), taxes, rates, charges, impositions, levies, feesliabilities, rentsobligations, proffers, special assessments or taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, Liens of any every kind and nature whatsoever(hereinafter collectively referred to as the "Impositions") that now or hereafter may be imposed, and any interest suffered, placed, assessed, levied or costs with respect thereto, which filed at any time during the Term are (1) assessedtime, 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 PremisesBorrower, or (ii) any appurtenances of the PremisesBorrower's interest in the Mortgaged Property, or (iii) the Mortgaged Property or any personal property Rent therefrom or any estate, right, title or interest therein, (except personal property which is not owned by iv) any occupancy, leasing, operation, use or leased to Tenant)possession of, Fixtures or other facility used in the operation thereofsales from, 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 Impositionactivity conducted on, or installment thereofin connection with, during the Term Mortgaged Property and/or (v) the Lender, but only to be paid not later than the Due Date thereof. However, if, by law, extent that any Imposition may at is imposed upon the option Lender as a result of the taxpayer Loan transaction, or which by any Legal Requirement may have priority over the indebtedness secured either in lien or in distribution out of the proceeds of any judicial sale of the Mortgaged Property (without regard to any law heretofore or hereafter enacted imposing payment in whole or in part upon the Lender). Furthermore, if any such Imposition is of record, the same shall be paid in installments promptly satisfied and discharged of record and evidence of such discharge of record (whether satisfactory to the Lender) shall be forwarded to the Lender on or not interest shall accrue on before the unpaid balance date required hereunder for payment of such Imposition). If any Imposition is not paid within the time hereinabove specified, Tenant may exercise the option Lender shall have the right, but not the obligation, to pay the same same, together with any penalty and interest thereon, and any amount so paid or advanced by the Lender and all costs and expenses reasonably incurred in such installments connection therewith (including, without limitation, attorneys' fees and expenses and court costs), shall be a demand obligation of the Borrower to the Lender, and to the extent permitted by applicable law, shall be added to the Loan Obligations and shall be responsible for secured by the payment Liens created by the Loan Documents as fully and effectively and with the same priority as every other obligation of such installments only, together with applicable interestthe Borrower secured thereby and, if anynot paid within ten (10) days after demand, relating to periods for which such installment is dueshall thereafter, provided however, that Tenant shall have notified Landlord of its election to pay in installments prior to the Due Date extent permitted by applicable law, bear interest at the Advances Rate until the date of such Impositionpayment.

Impositions. Tenant shall Company shall, during the Lease Term, timely, except as otherwise provided herein, bear, pay, as hereinafter providedand discharge, all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 chargesassessments, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or costs with respect theretoif any, which may be taxed, charged, levied, assessed, or imposed upon or against or be payable for or in respect of the Mortgaged Property, or any part thereof, or any improvements at any time during thereon or Company’s interest in the Term Mortgaged Property under this Lease Agreement, including any new taxes and assessments not of the kind enumerated above to the extent that the same are made, levied against real and personal property, and further including without limitation all water and sewer charges, assessments, and other governmental charges and impositions whatsoever, foreseen or unforeseen, which if not paid when due would encumber Issuer’s title to the Mortgaged Property (1all of the foregoing being herein referred to as “Impositions”) assessed. In the event any special assessment taxes are lawfully levied and assessed which may be paid in installments, levied, confirmed, imposed upon or would have Company shall be required to pay only such installments thereof as become due and payable out of or in respect ofduring the Lease Term as and when the same become due and payable. Any Impositions which Company is required to bear, or would have been charged with respect topay, and discharge shall be remitted directly 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 authority which is not owned by or leased entitled 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 paid not later than the Due Date payment thereof. HoweverIn no event shall Company consent to any new special taxes without the prior written consent of Trustee. Within 30 days after the last day for payment or as soon thereafter as is reasonably practicable, ifwithout penalty or interest, by lawof 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 statement issued therefor which has been duly receipted to show the payment thereof. Notwithstanding the foregoing, Company shall have the right, in its or Issuer’s name, to contest in good faith the validity or amount of any Imposition may which Company is required to bear, pay, and discharge pursuant to the terms of this Section by appropriate legal proceedings provided Company, before instituting any such contest in Issuer’s name, gives Issuer written notice of its intention so to do and Company diligently prosecutes any such contest, at the option of the taxpayer be paid in installments (whether all times effectively stays or not interest shall accrue prevents any official or judicial sale therefor, under execution or otherwise, sets aside on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments its books and shall be responsible 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. Company shall hold Issuer whole and harmless from any costs and expenses Issuer may incur related to any such installments only, together contest. Issuer covenants that it will not part with applicable interest, if any, relating to periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay in installments prior title to the Due Date Mortgaged Property or any part thereof during the Lease Term, except as authorized in this Lease Agreement, or take any other affirmative action which may reasonably be construed as tending to cause or induce the levy or assessment of such Impositionad valorem taxes on the Mortgaged Property. Issuer and Company acknowledge that under present law no part of the Mortgaged Property will be subject to ad valorem taxation by the State or by any political or taxing subdivision thereof.

Impositions. Commencing upon the Commencement Date, Tenant shall pay, as hereinafter providedand when due, all real estate taxes, personal property taxes and other ad valorem and non ad valorem taxes, and any other levies, charges, local improvement rates, impositions and assessments whatsoever assessed or charged against the Demised Property, the equipment and improvements therein contained, and including any amounts assessed or charged in substitution for or in lieu of the following items any such taxes (collectively, “”Impositions”) imposed ), levied or assessed against the Demised Property by any Governmental Authority that are applicable lawful authority for each calendar year or portion thereof during the period between the Commencement Date and the expiration of the Term. Landlord shall request the tax assessor or the Department of Revenue, if centrally assessed, to send all xxxx(s) and any trim notice (i.e., notice of the assessed value of the property of which the Demised Property is a part) for Impositions directly to Tenant and Tenant agrees to be responsible to pay the Impositions directly to the Premises or taxing authorities prior to any delinquency. If applicable, Tenant shall make any required filings with the operation thereof: (a) Taxes, (b) water, water meter Department of Revenue and sewer rents, rates and charges, (c) excises, (d) levies, (e) license and permit fees; (f) service charges provide Landlord 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 copies of such filings. If 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 paid not later than the Due Date thereof. However, if, by law, any Imposition Impositions may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such ImpositionImpositions), Tenant may exercise the option shall be required to pay the same in only such installments and as shall become due during the Term of this Lease. In the event that the tax xxxx(s) and/or trim notice are not sent by the taxing authorities directly to Tenant, Landlord shall provide Tenant with all such tax xxxx(s) and/or trim notice promptly upon Landlord’s receipt thereof. Any rebates, refunds, or abatements of Impositions received by Landlord subsequent to payment of Impositions by Tenant shall be responsible for the payment refunded to Tenant within thirty (30) days of such installments only, together with applicable interestreceipt thereof by Landlord (less, if anyLandlord contested such Impositions at Tenant’s request, relating to periods for which Landlord’s reasonable costs and expenses of procuring such installment is duerebate, provided howeverrefund, that or abatement). Tenant shall have notified provide Landlord with paid tax receipts or, if not available, other proof of its election payment reasonably acceptable to pay in installments prior Landlord, on or before five (5) business days before the date that the Impositions would be deemed to be delinquent (i.e., the Due Date of such Impositiondate that penalties would start to accrue).

Impositions. Tenant Subject to the right of Mortgagor to contest an Imposition (as hereinafter defined) as set forth below and subject to Section 5 below, Mortgagor shall pay, as hereinafter providedbefore the last day on which the same may be paid without penalty or interest, all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxes, (b) water, water meter and sewer rents, rates and water 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 municipal electric and all other municipal and governmental leviesassessments, feesrates, rents, proffers, assessments or taxes and charges, general impositions and specialliens (hereinafter referred to as "Impositions") which now or hereafter are imposed by law upon the Security. Subject to the contest rights hereinafter provided for, ordinary and extraordinary, foreseen and unforeseen, of if 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 Imposition is not owned by or leased to Tenant)paid within the time hereinabove specified, Fixtures or other facility used in Mortgagee shall have 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option right to pay the same in such installments same, together with any penalty and interest thereon, and the amount or amounts so paid or advanced shall forthwith be payable by Mortgagor to Mortgagee and shall be responsible secured by the lien of this Mortgage; but Mortgagor may in good faith contest, at Mortgagor's own cost and expense, by proper legal proceedings, the validity or amount of any Imposition, on the condition that Mortgagor first shall deposit with Mortgagee or a mutually satisfactory escrow agent pursuant to a mutually satisfactory agreement, as security for the payment of such installments onlycontested item, together with applicable interest, an amount equal to the contested item plus all penalties and interest which would be payable if any, relating to periods for which such installment Mortgagor is due, provided however, that Tenant shall have notified Landlord of its election ultimately required to pay such contested item (with due credit to Mortgagor for interest which will accrue on such deposit if held by such escrow agent, Mortgagee hereby agreeing to permit such escrow agent to invest the same at Mortgagor's direction in installments prior the investments permitted under the Tax Escrow Agreement (as defined in Section 5 hereof) unless an Event of Default exists hereunder, in which event Mortgagee shall direct such investments), and on the further condition that 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 sold for the nonpayment thereof, or as shall permit an action of foreclosure or the like to be commenced by the holder of any such lien. In the event that there is not an escrow agent, any deposit required hereunder shall be deposited with Mortgagee to be held in a service account which is non-interest bearing to Mortgagor. 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 Due Date refund of any Imposition and any interest thereon. If at the time of receipt of any such Impositionrefund by Mortgagee there exists no Event of Default hereunder, then Mortgagee shall pay over the same to Mortgagor promptly after demand; if there exists an Event of Default hereunder, Mortgagee may apply said refund in reduction of the Indebtedness in whatever order Mortgagee may elect.

Impositions. Tenant shall payMortgagor will pay or cause to be paid, as hereinafter providednot later than ----------- twenty (20) days before the last day on which the same may be paid without penalty or interest, all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 water 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 municipal and governmental leviesassessments, feesrates, rents, proffers, assessments or taxes and charges, general impositions and specialliens (hereinafter referred to as "Impositions") which now or hereafter are imposed by law upon the Security, ordinary and extraordinary, foreseen and unforeseen, of whether relating directly to the Security or to property adjoining or abutting the Security. If 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 Imposition is not owned by or leased to Tenant)paid within the time hereinabove specified, Fixtures or other facility used in Mortgagee shall have 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option right to pay the same in such installments same, together with any penalty and interest thereon, and the amount or amounts so paid or advanced shall forth with be payable by Mortgagor to Mortgagee with interest thereon from the date demand is made therefor until paid at the Default Rate and shall be responsible secured by the lien of this Mortgage; but Mortgagor or the Operator may in good faith contest, at Mortgagor's own cost and expense, by proper legal proceedings, the validity or amount of any Imposition, on the condition that Mortgagor first shall deposit with Mortgagee, as security for the payment of such installments onlycontested item, together with applicable interest, an amount equal to the contested item plus all penalties and interest which would be payable if any, relating to periods for which such installment Mortgagor is due, provided however, that Tenant shall have notified Landlord of its election ultimately required to pay in installments prior such contested item or such other security as is reasonably acceptable to Mortgagee, and on the further condition that 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 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. Subject to the Due Date Hotel Management Agreement if the same is then in effect, Mortgagor hereby assigns to Mortgagee all rights of Mortgagor now or hereafter arising in and to the refund of any Imposition and any interest thereon. If following receipt of any such Impositionrefund by Mortgagee, there exists no Event of Default (as hereinafter defined) hereunder, then Mortgagee shall pay over the same to Mortgagor promptly after demand; if there exists an Event of Default hereunder, Mortgagee may apply said refund in reduction of the Indebtedness in whatever order Mortgagee may elect.

Impositions. Tenant shall payBorrower will pay or cause to be paid all taxes, as hereinafter providedinsurance premiums, all of the following items assessments, water and sewer rates, ground rents, fees and other charges (collectively, the “Impositions”) that at any time may be assessed, levied, confirmed or imposed by or that may become a Lien upon the Collateral, or any Governmental Authority portion thereof, or that are applicable to the Premises or 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 payable with respect thereto, prior to delinquency, before any fine, penalty or interest may be added for non‑payment 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, before the commencement of any kind and nature whatsoever, and action to foreclose 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 (Lien against all or any portion of either) the Collateral with respect thereto. Borrower will deliver to Lender, upon request, copies of official receipts or other satisfactory proof evidencing such payments. Borrower shall not be entitled to any credit against the Secured Obligations by reason of the payment of any Imposition. Upon the occurrence of an Event of Default (hereinafter defined), and at Xxxxxx's sole option at any time thereafter, Borrower shall pay in addition to each monthly payment under the Note, one-twelfth of the Impositions payable during each year (as estimated by Tenant hereunderXxxxxx in its sole discretion), each such Imposition, or installment thereof, during the Term to be paid not later than the Due Date thereof. Howeverheld by Lender without interest to Borrower, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating obligations. If the amount of such additional payments held by Lender (the “Funds”) at the time of the annual accounting thereof shall exceed the amount deemed necessary by Lender to periods provide for which such installment is the payment of Impositions as they fall due, provided howeversuch excess shall be at Borrower's option, that Tenant either repaid to Borrower or credited to Borrower on the next monthly installment or installments of Funds due. If at any time the amount of the Funds held by Lender shall have notified Landlord of its election be less than the amount deemed necessary by Lender to pay Impositions as they fall due, Borrower shall pay to Lender any amount necessary to make up the deficiency within 30 days after notice from Lender to Borrower requesting payment thereof. Lender may apply, in installments prior any amount and in any order as Lender shall determine in Xxxxxx's sole discretion, any Funds held by Xxxxxx at the time of application (i) to pay Impositions which are now or will hereafter become due or (ii) as a credit against the Due Date Secured Obligations. Upon payment in full of such Impositionthe Secured Obligations, Lender shall refund to Borrower any Funds held by Lender.

Impositions. Tenant shall payBorrower will pay or cause to be paid all taxes, as hereinafter providedinsurance premiums, all of the following items assessments, water and sewer rates, ground rents, fees and other charges (collectively, the “Impositions”) that at any time may be assessed, levied, confirmed or imposed by or that may become a Lien upon the Collateral, or any Governmental Authority portion thereof, or that are applicable to the Premises or 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 payable with respect thereto, prior to delinquency, before any fine, penalty or interest may be added for non-payment 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, before the commencement of any kind and nature whatsoever, and action to foreclose 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 (Lien against all or any portion of either) the Collateral with respect thereto. Borrower will deliver to Lender, upon request, copies of official receipts or other satisfactory proof evidencing such payments. Borrower shall not be entitled to any credit against the Secured Obligations by reason of the payment of any Imposition. Upon the occurrence of an Event of Default (hereinafter defined), and at Xxxxxx’s sole option at any time thereafter, Borrower shall pay in addition to each monthly payment under the Note, one-twelfth of the Impositions payable during each year (as estimated by Tenant hereunderXxxxxx in its sole discretion), each such Imposition, or installment thereof, during the Term to be paid not later than the Due Date thereof. Howeverheld by Lender without interest to Borrower, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating obligations. If the amount of such additional payments held by Lender (the “Funds”) at the time of the annual accounting thereof shall exceed the amount deemed necessary by Lender to periods provide for which such installment is the payment of Impositions as they fall due, provided howeversuch excess shall be at Borrower’s option, that Tenant either repaid to Borrower or credited to Borrower on the next monthly installment or installments of Funds due. If at any time the amount of the Funds held by Lender shall have notified Landlord of its election be less than the amount deemed necessary by Lender to pay Impositions as they fall due, Borrower shall pay to Lender any amount necessary to make up the deficiency within 30 days after notice from Lender to Borrower requesting payment thereof. Lender may apply, in installments prior any amount and in any order as Lender shall determine in Xxxxxx’s sole discretion, any Funds held by Xxxxxx at the time of application (i) to pay Impositions which are now or will hereafter become due or (ii) as a credit against the Due Date Secured Obligations. Upon payment in full of such Impositionthe Secured Obligations, Lender shall refund to Borrower any Funds held by Lender.

Impositions. Tenant shall pay, as hereinafter providedMortgagor will promptly pay when due and before any ----------- penalty or interest thereon may be added thereto, all of the following items (collectivelytaxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxes, (b) waterassessments, water meter and rates, 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 rents and other similar charges now 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, hereafter levied against the Premises or any document to part thereof, and also any and all license fees or similar charges which Tenant is a party creating may be imposed by the municipality in which the Premises are situated for the use of vaults, chutes, areas and other space beyond the lot line and on or transferring an interest abutting the public sidewalks in front of or estate in adjoining the Premises, together with any penalties or the use and occupancy thereof by Tenant or (2) encumbrances or liens interest on (i) the Premises, or (ii) any appurtenances of the Premises, or foregoing (iii) any personal property (except personal property which is not owned by or leased to Tenantthe"Impositions"), Fixtures or other facility used and 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 paid not later than the Due Date thereof. However, if, by law, any Imposition default thereof Mortgagee may at the option of the 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 ----------- Mortgagor will repay the same with interest thereon at the rate per annum specified in such installments Section 5 hereof and the same shall be responsible added to the Obligations secured hereby and be secured by this Mortgage; that upon request of Mortgagee, Mortgagor will exhibit to Mortgagee receipts for the payment of all Impositions prior to the date when the same shall become delinquent. Notwithstanding anything to the contrary provided herein, the Mortgagor shall be entitled to contest the amount or validity of the Impositions in accordance with the terms of the Credit Agreement. If any exemption, abatement, or reduction of any Imposition on the Premises is altered, modified, revoked, reduced, terminated or in any wise disallowed or declared invalid, Mortgagor shall, within five (5) days upon request of Mortgagee in person or within fifteen (15) days upon request of Mortgagee by mail, pay any tax or charge imposed upon the Premises by reason of the loss or reduction of such installments onlyabatement or exemption, together with applicable interest, if any, relating to 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 Due Date of such Impositionany interest or penalty thereon.

Impositions. Tenant shall The Company shall, during the Lease Term, bear, pay, as hereinafter providedand discharge, before the delinquency thereof, all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 chargesassessments, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or costs with respect theretoif any, which may be lawfully taxed, charged, levied, assessed, or imposed upon or against or be payable for or in respect of the Project, or any part thereof, or any improvements at any time during thereon or the Term Company's interest in the Project under this Head Lease, including any new lawful taxes and assessments not of the kind enumerated above to the extent that the same are lawfully made, levied against real and personal property, and further including all water and sewer charges, assessments, and other governmental charges and impositions whatsoever, foreseen or unforeseen, which if not paid when due would encumber the Issuer's title to the Project (1) assessedall of the 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, levied, confirmed, imposed upon or would have the Company shall be required to pay only such installments thereof as become due and payable out during the Lease Term as and when the same become due and payable. Any Impositions which the 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, without penalty or interest, of or in respect ofan Imposition which the Company is required to bear, or would have been charged with respect topay, and discharge pursuant to the terms hereof, the Premises Company shall deliver to the Issuer upon its written request a reproduced copy of the statement issued therefor duly receipted to show the payment thereof. The Company shall have the right, in its or the Issuer's name, to contest in good faith the validity or amount of any Imposition which the Company is required to bear, pay, and discharge pursuant to the terms of this Section by appropriate legal proceedings provided the Company, before instituting any such contest in the Issuer's name, gives the Issuer written notice of its intention so to do and the Company diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, and promptly pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction thereof. The Company shall hold the Issuer whole and harmless from any costs and expenses the Issuer may incur related to any such contest. The Issuer covenants that it will not part with title to the Project or any document part thereof during the Lease Term or take any other affirmative action which may reasonably be construed as tending to which Tenant is a party creating cause or transferring an interest induce the levy or estate in assessment of ad valorem taxes on the Premises, or Project. The Issuer and the use and occupancy thereof by Tenant or (2) encumbrances or liens on (i) the Premises, or (ii) any appurtenances Company acknowledge that under present law no part of the Premises, Project will be subject to ad valorem taxation by the State or (iii) by any personal property (except personal property which is not owned by political or leased to Tenant), Fixtures or other facility used in the operation taxing subdivision 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.

Impositions. Tenant shall paySubject to section 17 relating to contests, as hereinafter providedLessee will pay all Impositions before any interest, all of the following items (collectivelypenalty, “Impositions”) imposed by any Governmental Authority fine or cost may be added for non-payment, provided that are applicable to the Premises or 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer payor be paid in installments, Lessee may exercise such option, and, in such event. Lessee shall give Lessor prompt written notice of such exercise and shall pay all such installments (whether and interest ii any) becoming due during the term of this Lease as the same respectively become due and before any further interest or any penalty, fine or cost may be added thereto; and (b) any Imposition relating to a period, a 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 interest shall accrue 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 unpaid balance of 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 other proof satisfactory to Lessor or such Imposition)mortgagee, Tenant as the case may exercise the option to pay the same in such installments and shall be responsible for be, evidencing the payment of such installments onlyImposition Lessor will pay in full when due and payable all real estate taxes and betterment assessments in respect of the Leased Property, together with applicable interestexcept such as are includible in additional rent and are not paid to Lessor by Lessee when such additional rent is due, provided, however, that 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 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 security, if any, relating to periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay as may be required in installments prior to the Due Date of such Impositionproceedings.

Impositions. 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 the operation thereof: (a) TaxesAfter the commencement of the WCMI Occupancy ----------- Period and during any Third Party Occupancy Period, (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 in addition to the foregoing and any interest or costs with respect theretoRent, 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 (1Term, Ground Lessee will pay or cause to be paid, subject to the Ground Lessee's contest rights under Section 4(b) assessedhereof, levied, confirmed, all Impositions imposed upon or would have become due and payable out of levied or in respect ofassessed against the Site or any portion thereof, or would have been charged against the Ground Lessor in connection with respect tothe transactions contemplated by this Ground Lease, the Premises or imposed or levied upon, assessed against or measured by any Rent or other sums payable hereunder, or any document sums levied in connection with the execution, delivery or recording hereof, and will furnish to which Tenant is a party creating the Ground Lessor upon request copies of official receipts or transferring an interest or estate in other proof evidencing such payment; provided, however, that the Premises, or the use and occupancy thereof by Tenant or (2) encumbrances or liens on Ground Lessee shall not be obligated to pay -------- ------- (i) any Impositions that are based upon or measured by the PremisesGround Lessor's overall net income, or which are in substitution for, or relieve the Ground Lessor from, any actual Imposition based upon or measured by the Ground Lessor's overall net income; (ii) Impositions constituting franchise taxes imposed on Ground Lessor by the jurisdiction under the laws of which Ground Lessor is organized or qualified or any appurtenances of the Premises, political subdivision thereof; or (iii) any personal property (except personal property which is not owned by Impositions attributable to the gross negligence or leased willful misconduct of the Ground Lessor. The Ground Lessee further agrees that, subject to Tenantits rights under Section 4(b), Fixtures it will, at its expense, do all things required to be done by the Ground Lessor in connection with the levy, assessment, billing or payment of any Impositions that it is required to pay pursuant to the preceding sentence, and is hereby authorized by the Ground Lessor to act for and on behalf of the Ground Lessor in any and all such respects and to prepare and file, on behalf of the Ground Lessor, all tax returns and reports required to be filed by the Ground Lessor (other facility used in than federal income tax returns and documents related thereto) concerning the operation thereof, or (vi) any amounts due to Landlord Facility. The Ground Lessee's payment and other obligations under this Section 4 shall survive the termination of this Ground 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.

Impositions. (a) Tenant shall covenants and agrees to pay, during the Term, as hereinafter providedAdditional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, utility bills referred to in Paraxxxxx 0, xxxxxx xxxhting, 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 Premises are subject incurred in the use, occupancy, operation, leasing or possession of the following items Premises (collectivelyexcluding any income taxes on the Fixed Rent imposed on Landlord, “Impositions”) it being the intent of the parties hereto that any tax on the net income derived from the Fixed Rent payable in respect to the Premises imposed by any Governmental Authority that are applicable to the Premises governmental authority shall be paid by Landlord), without particularizing by any known name or the operation thereof: (a) Taxesby whatever name hereafter called, (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 whether any of the foregoing and any interest be general 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 or extraordinary, foreseen and or 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 may be payable. 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 shall pay all special (or any portion of eithersimilar) payable by Tenant hereunder, each such Imposition, assessments or installment thereofinstallments thereof (including interest thereon) for public improvements or benefits which, during the Term to shall be paid not later than laid, assessed, levied or imposed upon or become a lien upon the Due Date Premises and which are payable during the Term, or any portion thereof. However; provided, ifhowever, that if by lawlaw any special assessment is payable or, any Imposition may at the option of the taxpayer party obligated to make such payment, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositionspecial assessment), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments onlysame, together with applicable interestany interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, if anypenalty, relating to periods interest or cost may be added thereto for which the nonpayment of any such installment is due, provided however, that and the interest thereon. Tenant shall have notified Landlord pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Premises, or any portion thereof, which are due and payable during the Term. At the end of its election the Term of the Lease, Tenant's obligation to pay such taxes shall be prorated in installments prior to the Due Date of such Impositionevent the tax period and the Term are not coextensive.

Impositions. Tenant shall payshall, as hereinafter providedwithin thirty (30) days after notice from Landlord, pay to Landlord Tenant's Pro Rata Share of all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxessales taxes, (b) waterassessments, water meter and sewer rentsrates, rates and rents or charges, (c) excisesuse or occupancy taxes, (d) leviesvault charges, (e) license and or 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 fees and any interest or costs with respect thereto, and (h) any and all other governmental levies, fees, rents, proffers, assessments levies or taxes and charges, general and or special, ordinary and or extraordinary, foreseen and or unforeseen, of any kind and nature whatsoeverwhatsoever (said taxes, assessments, water and any interest sewer rates or costs with respect theretocharges, vault charges, license or permit fees and other governmental levies or charges being hereinafter referred to as "IMPOSITION"), which at any time during the Term are (1) assessed, levied, confirmed, imposed or become a lien upon the Land and Building 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 thereofpayable, during the Term to be paid not later than the Due Date thereof. Howeverterm of this Lease; provided, ifhowever, that, if by law, law any such Imposition is payable or may at the option of the 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 such installments and shall pay only such installments as may become due during the term of this Lease as the same respectively become due and before any fine, penalty, interest or cost may be responsible added thereto for the non-payment of any such installments onlyinstallment and interest; and provided further, together with applicable interest, if any, that any Imposition relating to periods for a fiscal period which is included within the term of this Lease and a part of which is included in a period of time after the expiration of the term of this Lease, other than a termination of this Lease pursuant to ARTICLE 17 shall (whether or not such installment is dueImposition shall be assessed, provided howeverlevied, confirmed, imposed or become a lien upon the Demised Premises, or shall become payable, during the term of this Lease) be adjusted between Landlord and Tenant as of the expiration of the term of this Lease, so that Tenant shall have notified Landlord of its election to pay in installments prior to the Due Date that portion of such ImpositionImposition which that part of such fiscal period included in the period of time after the expiration of this Lease bears to such fiscal period and Landlord shall pay the remainder thereof.

Impositions. 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 the operation thereof: (a) TaxesLessee shall pay all taxes (including, but not limited to, any gross receipts, sales, real estate taxes, use and occupancy taxes, general intangibles taxes and personal property taxes (b) watertangible and intangible), water meter stamp taxes and sewer rentsall voluntary payments that may be paid or payable by Lessee in lieu thereof), rates and chargesassessments (special or otherwise), (c) transit taxes, county taxes, excises, (d) levies, (e) license imposts, duties, vault and other license, rent 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 fees and other similar or like municipal and governmental impositions, 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 chargeswithholdings, general and special, ordinary and extraordinary, foreseen unforeseen and unforeseen, of any kind and nature whatsoever, together with any penalty, fine, addition to tax and interest thereon (herein sometimes collectively referred to as "IMPOSITIONS" and any interest or costs with respect theretoof the same as an "IMPOSITION"), which at any time during the Term are (1) may be assessed, levied, confirmed, charged, laid, imposed upon 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 become 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 Lien on (i) the PremisesFreezer Land or any part thereof, or (ii) any appurtenances appurtenance to the Freezer Land, (iii) the construction, financing, ownership, operation, use, condition, maintenance, repair, leasing, or subleasing of the PremisesFreezer Land or any portion thereof, or (iiiiv) the Freezer Improvements, (v) any personal property (except personal property which is not owned by or leased to Tenant)located at the Freezer Land, Fixtures or other facility used in the operation thereof, or (vi) any amounts due to Landlord under this Leaserent or other income received by Lessee from subtenants, including Base Rent and Additional Costs (licensees or other users or occupants of the Freezer Land or any portion part thereof or (vii) any occupancy, use or possession of either) payable by Tenant hereunder, each such Impositionthe Freezer Property or any part thereof, or installment any streets, sidewalks, alleys or vaults, or any part thereof, during adjoining the Term to be paid not later than the Due Date thereofFreezer Land, or any activity conducted thereon or sales or rentals therefrom. However, if, by law, any Imposition may at the option of the 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 in such installments and Such payments shall be responsible for made by Lessee directly to the applicable authority and before any fine, penalty, interest, cost or imposition shall become due or be imposed by operation of law. Lessee shall furnish to Lessor and Agent, promptly but in any case within ten (10) Business Days after written request by either Lessor or Agent, proof of the payment of such installments onlyany Imposition which is payable by Lessee and, together with applicable interestupon written demand of either Lessor or Agent, if any, relating to periods for which such installment is due, provided however, that Tenant shall have notified Landlord proof of its election to pay the filing of all returns and other materials required in installments prior to the Due Date of such Impositionconnection therewith.

Impositions. Tenant shall pay, pay to Landlord as hereinafter provided, additional rent an amount equal to all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxes, (b) water, water meter general real estate taxes 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 supplyspecial assessments, if any, (g) fineslevied against the Premises, penalties or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and other similar or like governmental charges applicable payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the foregoing due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less (than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and any interest or costs with respect theretothe first installment of 2006 when said tax bills become due, and notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (h5) days prior to the due date pay as additional rent any and all other governmental levies, fees, rents, proffers, assessments or special taxes and chargesassessments, general water rates and specialall other impositions, ordinary and extraordinary, foreseen and unforeseen, of any every kind and nature whatsoever, and which accrue or may be levied, assessed or imposed upon the Premises, or any interest part thereof, or costs with respect theretoany ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the Term are (1) assessedterm of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, leviedassessment, confirmedlevy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would have become due be payable if the Premises were the only property of Landlord subject to such Impositions, and payable out of or Tenant shall pay and discharge the same as herein provided in respect ofof the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or would have been charged levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect toto the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring an any interest or an estate in the Premises, or the use and occupancy thereof . Upon demand 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)Landlord, Tenant may exercise the option to pay the same in such installments and shall be responsible for the furnish Landlord satisfactory evidence of payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Impositionthereof.

Impositions. Tenant Mortgagor shall pay, or cause to be paid pursuant to the Management Agreement (or any Replacement Agreement, as hereinafter provideddefined below), not later than the last day on which the same may be paid without penalty or interest, all real estate taxes and payments due in lieu of the following items 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 any Governmental Authority that are applicable law upon the Security, whether relating directly to the Premises Security or to property adjoining or abutting 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 Security. If 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 Imposition is not owned by or leased to Tenant)paid within the time hereinabove specified, Fixtures or other facility used in Mortgagee shall have 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option right to pay the same in such installments same, together with any penalty and interest thereon, and the amount or amounts so paid or advanced shall forthwith be payable by Mortgagor to Mortgagee and shall be responsible secured by the lien of 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 Imposition, on the condition that Mortgagor first shall deposit with or provide evidence to Mortgagee that Manager has escrowed an amount sufficient to pay such contested Imposition, as security for the payment of such installments onlycontested item, together with applicable interest, an amount equal to the contested item plus all penalties and interest which would be payable if any, relating to periods for which such installment Mortgagor is due, provided however, that Tenant shall have notified Landlord of its election 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 as shall permit the Security, 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. 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 installments prior and to the Due Date refund of any Imposition and any interest thereon. If following receipt of any such Impositionrefund by Mortgagee there exists no Event of Default hereunder, then Mortgagee shall pay over the same to Mortgagor promptly; if there exists an Event of Default hereunder, Mortgagee may apply said refund in reduction of the Indebtedness in whatever order Mortgagee may elect.

Impositions. Tenant If any refund shall pay, as hereinafter provided, all be due from any taxing authority or other persons entitled to the receipt of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or 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 Impositions with respect to police protectionany Imposition paid by Tenant, fire protectionthe same shall be paid over to and retained by Tenant unless an Event of Default shall have occurred hereunder and be continuing, street in which case such refund shall be paid over to and highway constructionretained by Landlord. Any such funds retained by Landlord due to an Event of Default shall be applied as provided in Article 17. Landlord and Tenant shall, maintenance and lightingeach upon a request by the other, sanitation and water supply, if any, (g) fines, penalties and other similar or like governmental charges applicable provide such information as is maintained by the party to whom the request is made with respect to the foregoing Property as may be reasonably necessary to prepare any required returns or reports. If any governmental agency or authority classifies any property covered by this Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Landlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, will provide to the other party, promptly upon request, cost and depreciation records reasonably necessary for filing returns for any interest or costs property so classified as personal property. If Landlord is legally required to file any personal property tax returns, Landlord shall provide Tenant with copies of any assessment notices with respect theretothereto in sufficient time for Tenant to file a protest with respect thereto if it so elects pursuant to Article 13. If no monetary Event of Default is then continuing, Tenant may at its option and (h) sole cost and expense, upon Notice to Landlord, protest, appeal or institute such other proceedings as Tenant reasonably may deem appropriate to effect a reduction of any Imposition so long as such action is conducted in good faith and with due diligence. In such event, Landlord, at Tenant's sole cost and expense, shall fully cooperate with Tenant in such protest, appeal, or other action, provided that Landlord incurs no liability thereby. Tenant hereby agrees to indemnify, defend, protect, save and hold Landlord harmless from and against any and all losses, demands, claims, obligations and liabilities against or incurred by Landlord in connection with such protest, appeal or other governmental levies, fees, rents, proffers, assessments or proceeding. Billxxxx xx Landlord to Tenant for reimbursement of personal property taxes shall be accompanied by copies of a bill xxxrefor and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, evidence of any kind and nature whatsoever, and any interest or costs payment thereof which identify the personal property 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Impositionhas been made.

Impositions. Tenant Before interest or penalties are due thereon and otherwise ----------- before the same shall paybecome delinquent, as hereinafter providedthe Company shall pay and discharge, or cause to be paid or discharged, all taxes of every kind and nature (including real and personal property taxes on the Mortgaged Property, income, franchise, withholding, profits and gross receipts taxes, any tax imposed directly or indirectly on Mortgagee (but not including income taxes) with respect to the Mortgaged Property or this Mortgage, the value of the following items (collectivelyequity of Mortgagor and/or the Company therein, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxesindebtedness evidenced by the Reimbursement Agreement), (b) waterall charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments, levies, permits, inspection and license fees, all mortgages and other liens which may be permitted by Mortgagee, all water meter and sewer rents, rates rents and charges, (c) excisesor payments in lieu of such taxes, (d) leviesassessments or water and sewer rents and charges, (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 leviescharges and liens whether of a like or different nature, fees, rents, proffers, assessments even if unforeseen 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 assessed against Mortgagor and/or the Company or any of the Mortgaged Property or arising 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 Premisesoccupancy, use or (iii) possession thereof; provided, however, that if by law 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 paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer foregoing may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant thereof the Company may exercise the option to pay the same in installments (together with interest accrued on the unpaid balance thereof as the same respectively become due, before any fine, penalty or cost attaches thereto. The Company shall comply in all respects with all agreements, mortgages, covenants, and restrictions now or hereafter affecting the Realty or Improvements; provided, however, that the Company's failure to so comply shall not constitute an Event of Default hereunder if such installments failure would not have a material adverse effect on Mortgagor, the Company or the Mortgaged Property. The obligations referred to in this Section are hereinafter collectively referred to as the "Impositions". If the Company shall fail to timely pay or perform any of the Impositions, Mortgagee may, after having given twenty (20) days' prior notice to the Company, pay or perform the same, and add the amount so paid or the cost incurred to the indebtedness evidenced by the Reimbursement Agreement, and all such amounts shall on demand be responsible for the payment of such installments onlydue and payable, together with applicable interest thereon from the date of such demand at the rate set forth in the PNC Loan Documents. Nothing in this Section 3 shall require the payment or discharge of any Imposition so long as the Company shall, after complying with each of the following conditions, in good faith and at its own expense, contest the same or the validity thereof by appropriate legal proceedings diligently pursued. Before commencing any such proceedings, the Company shall: (i) notify Mortgagee in writing of its intent to do so; (ii) ascertain that such proceedings will operate to prevent the collection thereof or other realization thereon and the sale or forfeiture of the Mortgaged Property or any part thereof to satisfy the same; and (iii) provide security reasonably satisfactory to Mortgagee assuring the discharge of the Company's obligation under this Section 3 and of any additional interest, charge, penalty, or expense arising from or incurred as a result of such contest. Notwithstanding the foregoing, if any, relating at any time payment of any Imposition shall become necessary to periods for which such installment is due, provided however, that Tenant shall have notified Landlord prevent a lien foreclosure sale of its election to pay in installments prior to the Due Date Mortgaged Property or any portion thereof because of nonpayment of such Imposition, then the Company shall pay the same in sufficient time to prevent the foreclosure sale.

Impositions. Tenant The Sublessee shall paybe responsible to timely pay as required by the Master Lease all Impositions arising during the Term of this Sublease relating to this Sublease, as hereinafter provided, all the Subleased Premises and/or the Sublessee’s use or occupancy of the following items (collectivelySubleased Premises, “Impositions”under Section 9(a) imposed by any Governmental Authority that are applicable to of the Premises or 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 Master Lease but only however with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, if any, the Subleased Premises (g) fines, penalties and other similar or like governmental charges applicable but not as to the foregoing Sublessor) or as it relates to the Sublessee and any interest or costs with respect thereto, and not the Sublessor (h) any and accordingly 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 references therein to “Tenant” shall be changed to “Sublessee”); provided however that the Term are Sublessee shall not be responsible for (1) assessedthe mortgage recording tax relating to the Minnesota Premises referred to in Section 9(a)(v) of the Master Lease, levied(2) any transfer taxes due in connection with a sale or transfer of the Subleased Premises or any of the Other Premises, confirmed(3) any mortgage registration tax or fee; (4) any franchise, imposed income, excess profits or other taxes of the Sublessor (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Subleased Premises, which, if it were in effect, would have become be payable by the Sublessee under the provisions hereof or by the terms of such tax, assessment or charge) and (5) any Impositions due under Section 9(a)(iv) of the Master Lease which would not customarily be considered real estate taxes relating to the Subleased Premises. Sublessee shall also be required to make the Escrow Payments relating only to the Subleased Premises, if required by Section 9(b) of the Master Lease, and if the Sublessee makes such Escrow Payments relating only to the Subleased Premises, then such Escrow Payments made by Sublessee shall be credited to the obligation of the Sublessee to pay such Impositions. Notwithstanding anything contained herein to the contrary, in the event any Impositions accrue prior to the Term of this Sublease but are not due and payable out of or in respect ofuntil after the Commencement Date, 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) such Impositions shall be payable by Tenant hereunder, each such Imposition, or installment thereof, during the Term to be paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue Sublessor on a prorata basis based on the unpaid balance number of days such Imposition)Impositions accrued before the Commencement Date, Tenant may exercise it being understood that the option to pay the same in such installments and Sublessee shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to periods for which such installment is due, provided however, amounts set forth above accruing after the Commencement Date. The Sublessor represents and warrants that Tenant shall have notified Landlord of its election to pay in installments prior to the Due Date best of such Impositionthe Sublessor’s knowledge attached hereto as Exhibit E is a Schedule of all the material expenses that were due and payable by the Sublessor with respect to the operation of the Subleased Premises for the past two (2) years other than Base Rent under the Master Lease and insurance premiums paid by the Sublessor.

Impositions. Tenant 3.2.1 Except as otherwise set forth in the Master Lease, Trustor shall pay, as hereinafter providednot later than one day prior to the date such Impositions become delinquent, all of the following items (collectivelyreal estate taxes, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or the operation thereof: (a) Taxespersonal property taxes, (b) watergeneral and special assessments, water meter and sewer rents, rates rents and charges, (c) exciseslicense fees, (d) leviesall charges which may be imposed for the use of vaults, (e) license and permit fees; (f) service charges with respect to police protectionchutes, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, if any, (g) fines, penalties areas and other similar space beyond the lot line and abutting the public sidewalks in front of or like governmental charges applicable to adjoining the foregoing and any interest or costs with respect theretoProperty, and (h) any and all other governmental levieslevies and charges (collectively, fees, rents, proffers, assessments or taxes the "Impositions") of every kind and chargesnature whatsoever, 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) shall be assessed, levied, confirmed, imposed or become a lien upon or would have against the Property or any part thereof, or which shall become due and payable out of or in respect of, or would have been charged with respect tothereto, unless contested in good faith as permitted by the Premises Loan Agreement. Trustor shall deliver to Beneficiary [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Beneficiary. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Beneficiary the payment of the whole or any document part of the Imposition which is required to which Tenant is a party creating be paid by Trustor hereunder; or transferring an interest [iii] changing in any way laws relating to the taxation of deeds of trust or estate debts secured by deeds of trust or mortgage interests in the PremisesProperty, or the use and occupancy thereof by Tenant manner of collection of taxes, in any such case, so as to affect this Deed of Trust or (2) encumbrances the Secured Obligations, then Trustor, upon 30 days' notice from Beneficiary, shall pay such Imposition or liens on (i) the Premisesreimburse Beneficiary therefor. 3.2.2 Trustor shall pay, or (ii) any appurtenances reimburse Beneficiary for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Beneficiary relating to the Secured Obligations, Note, this Deed of the PremisesTrust, or (iii) any personal property (except personal property which is not owned the indebtedness secured by this Deed of Trust. At the direction of Beneficiary, Trustor shall pay or leased reimburse Beneficiary for such taxes 30 days after Beneficiary gives notice 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 paid not later than the Due Date thereofTrustor. However, if, by law, any Imposition may at the option of the 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 in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, relating to 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 Due Date of such Imposition.3.3

Impositions. Tenant shall paySubject to Tenant’s right to contest set forth in Section 11.1, as hereinafter provided, all of the following items (collectively, “Impositions”) imposed by for any Governmental Authority that are applicable to the Premises or 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 period within 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 daily prorations for periods partially within the Term to be paid not later than and partially outside the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such ImpositionTerm), Tenant may exercise shall pay and discharge all Real Estate Taxes pursuant to the option procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord’s failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other xxxx related to any such Real Estate Tax received by Landlord or (b) Landlord’s failure to timely pay any such Real Estate Tax after it has timely received Tenant’s or Depository’s payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such installments interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord by Tenant), except late payment caused by Landlord’s failure to remit any such Imposition in accordance with Tenant’s reasonable instructions or Landlord’s failure to promptly forward Tenant a copy of any tax or other xxxx related to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) that this Restated Lease requires Tenant to have paid or escrowed, as applicable. Landlord shall be responsible for entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the payment of extent such installments only, together with applicable interest, if any, relating to periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay in installments Imposition was due and payable prior to the Due applicable Commencement Date based on Landlord’s prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the same. Tenant shall be entitled to any refund of any Impositions (and penalties and interest paid by Tenant) and interest earned thereon to the extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of such overpayment promptly upon receipt of the same.