Common use of Impositions Clause in Contracts

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.. -4-

Impositions. Collectively, all taxes (including, without limitation, all capital stock and franchise taxes of the Lessor, all ad valorem, sales and property, sales, use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), waterground rents, water and sewer rents, water charges or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), transfer taxes and recordation taxes imposed as a result of the conveyance of the Land to the Lessor (and/or the conveyance of the Leased Property to the Lessee pursuant to the terms of this Lease), this Lease or any extensions hereof, and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of either or both of the Leased Property or and the business conducted thereon by Lessee Rent (including all interest and penalties thereon due to any failure in payment by the Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term hereof and thereafter until the Leased Property is surrendered to the Lessor as required by the terms of this Lease, may be assessed or imposed on or in respect of or be a lien Lien upon (aA) the Lessor or the Lessor's interest in the Leased Property, (bB) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (cC) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, the Leased Property or the leasing or use of the Leased Property or any part thereof by LesseeProperty. Provided, howeverNotwithstanding the foregoing, nothing contained in this Lease shall be construed to require the Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on Lessorthe Lessor or any other Person, except the Lessee or its successors, (2) any transfer, or net revenue tax of Lessorthe Lessor or any other Person, or except the Lessee and its successors, (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by the Lessor of any the Leased Property or the proceeds thereof, or (4) any single businesstax imposed with respect to any Fee Mortgage or any Fee Mortgagee, gross receipts (other than a tax 5) except as expressly provided elsewhere in this Lease, any principal or interest on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to Encumbrance on the Leased Property, or (56) estateany portion of assessments which are assessed during the Term of this Lease and amortized over a period which extends beyond the Term of this Lease provided the Lessee (and not the Lessor) shall be responsible for that portion of the amortized assessment due and owing during the Term and any and all finance charges and/or penalties which accrue as a result of amortizing any such assessments, inheritanceincluding, gift taxes without limitation, any finance charges and/or penalties (other than penalties which accrue as a result of late payment after the expiration of the Term of this Lease) which accrue after the expiration of the Term of this Lease; provided, however, the provisos set forth in clauses (1) and (2) of this sentence shall not be applicable to the extent that any tax, assessment, tax levy or documentary transfer taxescharge which the Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (2) is levied, assessed or imposed expressly in lieu thereof. In computing the amount of any franchise tax or capital stock tax which may be or become an Imposition, the amount payable by the Lessee shall be equitably apportioned based upon all properties owned by the Lessor that are located within the particular jurisdiction subject to any such tax.

Impositions. Collectively, all civil monetary penalties, fines and overpayments imposed by state and federal regulatory authorities, all taxes (including, without limitation, all capital stock and franchise taxes of Lessor, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments, charges and costs imposed under the Permitted Exceptions, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or and/or the business conducted thereon by Lessee Rent (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoeverother fees, including reassessment, costs and expenses which at any time prior to, during or in respect of the Term hereof may be charged, assessed or imposed on or in respect of or be a lien upon (a) Lessor or Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Providedthereof; provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax stock, financial institutions or other tax) imposed on Lessor, or (2) any transfer, transfer or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any portion of the Leased Property or the proceeds thereof, or (4) except as expressly provided elsewhere in this Lease, any single business, gross receipts (other than a tax principal or interest on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to Encumbrance on the Leased Property, except to the extent that any tax, assessment, tax levy or charge which Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (52) estateis levied, inheritanceassessed or imposed expressly in lieu thereof, gift taxes or documentary transfer taxesin which case Lessee shall pay.

Impositions. Collectively(a) The Company shall pay or cause to be paid, before any fine, penalty, interest or cost attaches thereto, all taxes taxes, assessments, water and sewer rates, utility charges and all other governmental or nongovernmental charges or levies now or hereafter assessed or levied against any part of the Mortgaged Property (including, without limitation, nongovernmental levies or assessments such as maintenance charges, owner association dues or charges or fees, levies or charges resulting from covenants, conditions and restrictions affecting the Mortgaged Property) or upon the lien or estate of the Administrative Agent therein (collectively, "Impositions"), as well as all ad valoremclaims for labor, sales materials or supplies that, if unpaid, might by law become a prior lien thereon, and usewithin ten days after request by the Administrative Agent will exhibit receipts showing payment of any of the foregoing; provided, single businesshowever, gross receiptsthat if by law any such Imposition may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), transaction privilege, rent or similar taxes the Company may pay the same in installments (together with accrued interest on the unpaid balance thereof) as the same relate to respectively become due, before any fine, penalty or are imposed upon Lessee or its business conducted upon the Leased Property), assessments cost attaches thereto. (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior b) Notwithstanding anything to the date hereof and whether or not to be completed within contrary contained in this Indenture, the Term)Company at its expense may contest by appropriate legal, water, sewer administrative or other rents proceedings conducted in good faith and chargeswith due diligence, excisesthe amount or validity or application, tax leviesin whole or in part, fees (includingof any Imposition or lien therefor or any claims of mechanics, without limitationmaterialmen, license, permit, inspection, authorization and similar fees)suppliers or Form of Mortgage vendors or lien thereof, and all may withhold payment of the same pending such proceedings if permitted by law, provided, that (i) if the amount being contested exceeds $500,000, the Company shall give the Administrative Agent prior notice of such intention to contest and/or withhold payment, (ii) in the case of any Impositions or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or lien thereof, such proceedings shall suspend the collection thereof from the Mortgaged Property or the Company shall have posted such bonds or taken such other governmental action as may be necessary in order to effect such suspension, (iii) neither the Mortgaged Property nor any part thereof or public chargesinterest therein will be sold, forfeited or lost if the Company pays the amount or satisfies the condition being contested, and the Company would have the opportunity to do so in each case whether general the event of the Company's failure to prevail in the contest, (iv) neither the Administrative Agent, nor the Lenders shall, by virtue of such permitted contest, be exposed to any risk of any criminal liability or specialany civil liability for which the Company has not furnished additional security as provided in clause (v) below, ordinary and neither the Mortgaged Property nor any interest therein would be subject to the imposition of any lien for which the Company has not furnished additional security as provided in clause (v) below, as a result of the failure to comply with such law or extraordinaryof such proceeding and (v) if a Default shall have occurred and is continuing, or foreseen or unforeseen, of every character the Company shall have furnished to the Administrative Agent additional security in respect of the Leased Property claim being contested or the business conducted thereon by Lessee (including all interest and penalties thereon due loss or damage which may result from the Company's failure to any failure prevail in payment by Lessee), and all increases such contest in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term such amount as may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in reasonably requested by the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxesAdministrative Agent.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedWithout limiting the foregoing, howeverthe term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, nothing but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Oklahoma and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of the Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition disposition, or financing operation, by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes. In addition, Lessee shall not be required to pay any franchise, registration, or qualification tax or fee to the extent such tax or fee exceeds the minimum amount which would be imposed on Lessor if Lessor reported liabilities equal to at least eighty percent (80%) of Lessor's assets.

Impositions. Collectively, all All taxes (including, without limitation, all ad ----------- valorem, sales and (including those imposed on lease rentals), use, single business, gross receipts, transaction privilegevalue added, rent intangible transactions, privilege or license or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be commenced or completed within the Termterm of this Mortgage), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee Trust Estate and/or any Rents (including all interest and penalties thereon due to any failure in payment by Lesseethereon), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term term hereof may be assessed or imposed on or in respect of or be a lien Lien upon (a) Lessor's interest the Mortgagor (including, without limitation, all income, franchise, single business or other taxes imposed on the Mortgagor for the privilege of doing business in the Leased Propertyjurisdiction in which the Trust Estate is located) or the Beneficiary arising as a result of or with respect to its capacity as the Beneficiary hereunder, (b) the Leased Property Trust Estate or any other collateral delivered or pledged by Mortgagor to the Beneficiary in connection with the Loan, or any part thereof, or any rent Rents therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property Trust Estate or the leasing or use of the Leased Property all or any part thereof by Lesseethereof. Provided, however, nothing Nothing contained in this Lease Mortgage shall be construed to require Lessee the Mortgagor to pay (1) any tax based tax, assessment, levy or charge imposed on income (the Beneficiary or any tax based on outstanding corporate shares Bank in the nature of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, incomea franchise, capital gainlevy, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes succession, income or documentary transfer taxesnet revenue tax.

Impositions. Collectively, all All Real Estate Taxes and other taxes (including, without limitation, including all ad valorem, sales and (including those imposed on lease rentals), use, single business, gross receipts, transaction privilegevalue added, rent intangible transaction, privilege or license or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), payments in lieu of taxes, linkage payments, governmental assessments (including, without limitation, including all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be commenced or completed within the Loan Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Security Property or the business conducted thereon by Lessee Borrower (including all interest and penalties thereon due to any failure in payment by Lesseethereon), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Loan Term may be assessed or imposed on or in respect of or be a lien Lien upon (a) Lessor's interest Borrower (including all income, franchise, single business or other taxes imposed on Borrower for the privilege of doing business in the Leased Propertyjurisdiction in which the applicable Security Property is located), (b) this Agreement, any other Loan Documents, the Leased Property Environmental Indemnity Agreement, the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or upon any rights, titles, liens or security interests created hereby or thereby or upon the Indebtedness or any part thereof, (c) the Security Property, or any other collateral delivered or pledged to Lender in connection with the Loan, or any part thereof, or any rent Rents therefrom or any estate, right, title or interest therein, or and (cd) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Security Property or the leasing or use of the Leased Property all or any part thereof by Lesseethereof. Provided, however, nothing contained in this Lease The term “Impositions” shall be construed to require Lessee to pay (1) not include any tax based income or franchise taxes imposed on income (or Lender and any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax single purpose or other tax) taxes imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to Lender for doing business in the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased jurisdiction in which the Real Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxesis located.

Impositions. Collectively, all taxes (including, without limitationwith respect to each Facility, all ad valoremcivil monetary penalties, fines and overpayments imposed by state and federal regulatory authorities, all Real Estate Taxes, all state and local sales and useuse taxes, single business, gross receipts, transaction privilege, rent or similar taxes, franchise (including but not limited to taxes as the same relate to based on capital, net worth or are imposed upon Lessee or its business conducted upon the Leased Propertyassets), license, business entity, annual report fees and other taxes imposed on any business entities, including limited partnerships, limited liability companies and other “pass through” entities, and any such taxes and statutory representation fees imposed on Lessor or Lessor’s Affiliates (including Lessor’s parent organizations), sales and use taxes, all single business, gross receipts, transaction privilege, rent or similar taxes and assessments (including, without limitation, all assessments, charges and costs imposed under the Permitted Exceptions (including, without limitation, all penalties, fines, damages, costs and expenses for any violation of or a default under any of the Permitted Exceptions)), all assessments for utilities, public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, wastewater, sewer, sanitary sewer or other rents and charges, excises, tax levies, fees (including, without limitation, impact, development, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the portion of the Leased Property or relating to such Facility, the business conducted thereon by Lessee Rent relating thereto (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoeverother fees, including reassessment, costs and expenses which at any time prior to, during or in respect of the Term may be charged, assessed or imposed on or in respect of or be a lien upon (a) Lessor or Lessor's ’s interest in the portion of the Leased PropertyProperty relating to such Facility, (b) such portion of the Leased Property or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, such portion of the Leased Property or the leasing or use of such portion of the Leased Property or any part thereof by Lesseethereof. Provided, howeverNotwithstanding any provision hereof to the contrary, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax a financial institutions or other tax) imposed on Lessor, or (2) any transfer, or net revenue transfer tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any portion of the Leased Property or the proceeds thereof, or (4) except as expressly provided elsewhere in this Lease, any single business, gross receipts (other than a tax principal or interest on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to Encumbrance on any portion of the Leased Property, except to the extent that any tax, assessment, tax levy or charge which Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (52) estateis levied, inheritanceassessed or imposed expressly in lieu thereof, gift taxes in which case the substitute tax, assessment, tax levy or documentary transfer taxescharge shall be deemed to be an Imposition. Information Privacy or Security Laws: The HIPAA Laws and any other laws concerning the privacy and/or security of Personal Information, including but not limited to the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, state data breach notification laws, state health information privacy laws, the Federal Trade Commission Act and state consumer protection laws.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Without limiting the foregoing, the term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the Commonwealth of Pennsylvania and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of the Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. CollectivelyThe term "Impositions" means all taxes, all taxes (includingspecial and general assessments, without limitationwater rents, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents rates and charges, excisescommercial rent taxes, tax leviesUST fees and taxes, fees (including, without limitation, license, permit, inspection, authorization sewer rents and similar fees), other impositions and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, charges of every character in kind and nature whatsoever with respect to the Premises, that may be assessed, levied, confirmed, imposed or become a lien on the Premises (other than on account of any actions or omissions of Landlord or Third Party Lessor or conditions existing on, at or with respect to the Leased Property Premises before the Commencement Date) by or for the business conducted thereon by Lessee (including all interest and penalties thereon due benefit of any Government with respect to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, period during or in respect of the Term together with any taxes and assessments that may be levied, assessed or imposed on by any Government upon the gross income arising from any Rent or in respect lieu of or be as a lien substitute, in whole or in part, for taxes and assessments imposed upon or related to the Premises and commonly known as real estate taxes. Notwithstanding the foregoing, all such obligations of a lessee in a Third Party Lease are also Impositions. The term "Impositions" shall, however, not include any of the following, all of which Landlord shall pay before delinquent or payable only with a penalty: (a) Lessor's interest in the Leased Propertyany franchise, income, excess profits, estate, inheritance, succession, transfer, gift, corporation, business, capital levy, or profits tax, or license fee, of Landlord, (b) the Leased Property incremental portion of any of the items listed in this paragraph that would not have been levied, imposed or assessed but for any part thereofsale or other direct or indirect transfer of the Fee Estate or of any interest in Landlord during the Term, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use charges that would not have been payable but for any act or possession of, omission of Landlord or sales from, or activity conducted conditions existing on, at or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the salePremises before the Commencement Date, exchange(d) any charges that are levied, mortgaging assessed or other disposition imposed against the Premises during the Term based on the recapture or financing by Lessor reversal of any Leased Property previous tax abatement or the proceeds thereoftax subsidy, or (4compensating for any previous tax deferral or reduced assessment or valuation, or based on a miscalculation or misdetermination of any charge(s) of any single businesskind imposed or assessed with respect to the Premises, gross receipts (other than a tax on relating to any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as period(s) before the same relate to or are imposed upon LessorCommencement Date, and are unrelated (e) interest, penalties and other charges with respect to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.items "a" through "d."

Impositions. Collectively, all taxes, including capital stock, franchise and other state taxes of Lessor (includingand, without limitationif Lessor is not HCPI, all of HCPI as a result of its investment in Lessor), ad valorem, sales and sales, use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), taxes; assessments (including, without limitation, all including assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ; ground rents; water, sewer or and other rents utility levies and charges, excises, ; excise tax levies, ; fees (including, without limitation, including license, permit, inspection, authorization and similar fees), ; and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or Property, any Capital Additions and/or the business conducted thereon by Lessee (including Rent and all interest and penalties thereon due attributable to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, Lessee which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (ai) Lessor or Lessor's interest in the Leased PropertyProperty or any Capital Additions, (bii) the Leased Property Property, any Capital Additions or any part thereof, parts thereof or any rent therefrom or any estate, right, title or interest therein, or (ciii) any occupancy, operation, use or possession of, or sales from, from or activity conducted on, on or in connection with the Leased Property Property, any Capital Additions or the leasing or use of the Leased Property Property, any Capital Additions or any part thereof by Lessee. Providedparts thereof; provided, however, that nothing contained in this Lease shall be construed to require Lessee to pay (1a) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on LessorLessor or any other Person, or (2b) any transfer, or net revenue tax of LessorLessor or any other Person except Lessee and its successors, or (3c) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property Property, any Capital Additions or the proceeds thereof, or (4d) except as expressly provided elsewhere in this Lease, any single business, gross receipts (other than a tax principal or interest on any rent received by indebtedness on the Leased Property for which Lessor from Lesseeis the obligor, except to the extent that any tax, assessment, tax levy or charge, of the type described in any of clauses (a), transaction(b), privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, (c) or (5d) estateabove is levied, inheritanceassessed or imposed in lieu of or as or as a substitute for any tax, gift taxes assessment, levy or documentary transfer taxescharge which is otherwise included in this definition of an "Imposition."

Impositions. CollectivelySublessee hereby further agrees to pay on or before the due date, directly to the appropriate federal, state, local or foreign taxing authority or other Governmental Authority (a “Taxing Authority”) when required by Applicable Law to make such direct payment or, if such direct payment to a Taxing Authority by Sublessee is not required under Applicable Law, directly to Sublessor with sufficient prior notice and assistance as reasonably requested in order for Sublessor to timely cause payment before the due date (i) the Washington State business and occupation (B&O) taxes on the Basic Rent Payment, (ii) as shown on said returns and all taxes assessed, billed or otherwise payable with respect to Sublessee’s operation of the Aircraft, any part of or interest thereof, or the transactions contemplated by the Sublease Documents and the Permitted Third Party Agreements; (includingiii) all license and/or registration or filing fees, without limitationassessments, all ad valorem, sales governmental charges and use, single businessproperty, gross receiptsexcise, transaction privilege, rent value added, withholding and other taxes (including any related interest, charges or similar taxes as penalties) or other charges or fees now or hereafter imposed by any Taxing Authority, on Sublessor or any other Person in possession of the Aircraft or any part thereof, the Aircraft or any part of or interest thereof, the Rent (or other amounts payable under the Sublease Documents and the Permitted Third Party Agreements), or the transactions contemplated by the Sublease Documents and the Permitted Third Party Agreements, including any of the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior with respect to the date hereof and whether or not to be completed within the Term)landing, waterairport use, sewer or other rents and chargesmanufacturing, excisesordering, tax levies, fees (including, without limitation, license, permitshipment, inspection, authorization and similar fees)acceptance, and all other governmental or public chargesrejection, in each case whether general or specialdelivery, ordinary or extraordinaryinstallation, management, pooling, interchange, time sharing, chartering, operation, possession, use, maintenance, repair, condition, removal, registration, de-registration, abandonment, repossession, storage, return, or foreseen or unforeseen, of every character in respect other disposition of the Leased Property Aircraft or any part thereof, the business conducted thereon by Lessee Rent (including all interest or other amounts under the Sublease Documents and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (aPermitted Third Party Agreements) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or interest in any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Providedthereof; provided, however, nothing contained in this Lease Sublessor shall be construed to require Lessee to pay bear all costs associated with importing the Aircraft into the EU and the risk of the assessment of any value added taxes arising from EU operations; and (1iii) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalizationpenalties, regardless of whether denominated as an income taxcharges, franchise taxinterest, or capital stock fines, additions to tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax costs imposed with respect to any items referred to in sub- clauses (i) and (ii); the saleitems referred to in sub-clauses (i) and (ii) above being referred to herein collectively, exchangeas “Impositions”; except that “Impositions” shall expressly exclude, mortgaging and Sublessee shall have no such obligation in respect of, any of the same if (A) such tax is a property or other disposition or financing similar tax owed by Lessor or Sublessor on the ownership of the Aircraft, (B) imposed against Lessor or Sublessor and imposed on or measured by the net income, capital or net worth of Lessor or Sublessor by the jurisdiction in which Lessor or Sublessor was incorporated or formed, or in which a Lessor Party or Sublessor has a place of business, (C) imposed as a result of the manufacturing, ordering, shipment, inspection, acceptance, delivery, or registration of the Aircraft, (D) arising from the gross negligence or willful misconduct of Sublessor or a Lessor Party (unless imputed by Applicable Law), (E) arising from acts or events that occur after redelivery of the Aircraft to Sublessor or Lessor in accordance with this Sublease or the Sublease Consent or (F) imposed on Sublessor or Lessor as a result of its failure to timely make any filing or return for which Sublessor or a Lessor Party is responsible pursuant to this Section 8.2 and for which Sublessee has timely and properly paid to Sublessor all Impositions in good and immediately available funds, and has provided such information and assistance as Sublessor may reasonably require from Sublessee to enable Sublessor to fulfill its filing and return obligations (or exercise its rights with respect thereto). Sublessee will indemnify Sublessor from, and defend and hold Sublessor harmless, on an after-tax basis against, any and all such Impositions. Any Impositions which are not paid when due and which are paid by Sublessor shall, at Sublessor’s option, become immediately due from Sublessee. For the avoidance of doubt, Sublessee shall not be obligated to indemnify Sublessor or any of the Lessor Parties for any Tax Loss or under the Special Tax Indemnity Rider (each as defined in the Lease) or for or resulting from a breach of any Leased Property provision in the Lease involving the operation of the Aircraft that would impact the classification of the Aircraft or the proceeds thereof, Transaction Documents or (4) any single business, gross receipts (other than a impact the Lessor Parties' tax on any rent received by Lessor from Lessee), transaction, privilege, rent treatment of the Aircraft or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated Transaction Documents to the Leased Property, extent Sublessee is directed by or (5) estate, inheritance, gift taxes on behalf of Guarantor to operate the flights affecting such classification or documentary transfer taxestreatment.

Impositions. CollectivelyTenant covenants to pay throughout the Term, directly to the appropriate Governmental Authority or to the appropriate party, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, any and all taxes and amounts payable under a certain Tax Increment Financing Agreement by and between the Landlord and the Tenant dated November 20, 2007 (includingthe “TIF Agreement”), without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar payments in lieu of taxes as required to be paid under any agreement with the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property)Landlord, assessments (including, without limitationbut not limited to, all assessments for public improvements or benefits, whether or not commenced or completed prior to payable during the date hereof and whether or not to be completed within the Termterm of this Lease), water, sewer or and other rents rents, rates and charges, charges for public utilities, excises, tax levies, licenses and permit and inspection fees and other charges (including, without limitation, license, permit, inspection, authorization and similar feesimposed by a Governmental Authority or otherwise), general and all other governmental or public charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest any kind and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause nature whatsoever, including reassessment, which at any time prior toduring the Term are assessed, during levied, confirmed, imposed upon, or grow or become due or payable out of or in respect of the Term may be assessed of, or imposed on or in respect of or be become a lien upon on (a) Lessor's interest in the Leased PropertyLand, or (b) the Leased Property any payments reserved or payable hereunder or any part thereof, or any rent therefrom or any estate, right, title or interest thereinother sums payable by the Tenant hereunder, or (c) any occupancythis Lease or the leasehold estate hereby created, or which arise in respect of the operation, use or possession ofpossession, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing occupancy or use of the Leased Property Land (all of which taxes, payments in lieu of taxes, assessments, charges, interest, penalties or any part thereof by Lessee. Providedlike charges are sometimes hereinafter referred to collectively as “Impositions” and individually as an “Imposition”); provided, however, nothing contained that: (i) If, by law, any Imposition is or may be payable, at the option of the taxpayer, in this Lease installments, the Tenant may pay such Imposition in installments (with any accrued interest due and payable on the unpaid balance of the Imposition) and shall pay each such installment as the same respectively becomes due and before any fine, penalty, further interest or cost may be added thereto. (ii) Impositions, whether or not a lien upon the Land, shall be construed to require Lessee to apportioned between the Landlord and the Tenant at the beginning and at the end of the Term, and the Tenant shall pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed only such Impositions which are assessed against the Land with respect to any tax year which falls within the sale, exchange, mortgaging Term. The Tenant hereby waives any claim that it is or other disposition or financing by Lessor of any Leased Property or may become exempt from obligations relating to Impositions based upon the proceeds thereof, or (4) any single business, gross receipts (other than Landlord’s status as a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxesGovernmental Authority.

Impositions. CollectivelySECTION 4.1. Tenant covenants and agrees to pay or cause to be paid, as hereinafter provided, at Tenant's option either to Landlord or to the Governmental Authority or other Person imposing the same or to whom the same may be due and payable, all taxes of the following items (collectively, "IMPOSITIONS") which accrue in or relate to any period beginning on or after the Commencement Date (except to the extent, if any, that any of such items are paid by the Association): (a) Taxes (defined hereinafter) and real property assessments, (b) personal property taxes, (c) occupancy and rent taxes, (d) water, water meter and sewer rents, rates and charges, (e) excises, (f) levies, (g) license and permit fees, (h) service charges with respect to police protection, fire protection, common area maintenance, sanitation and water supply, if any, (i) Association assessments and charges, and (j) fines, penalties and other similar or like charges applicable to the foregoing and any interest or costs with respect thereto (only to the extent incurred by reason of Tenant's wrongful act or omission or Tenant's failure timely to pay the same or otherwise fully and timely to comply with any provision of this Lease), to the extent that at any time during the Term, such items listed in clauses (a) through (j) of this SECTION 4.1 are assessed, levied, confirmed, imposed upon, or would grow or become due and payable out of or in respect of, or would be charged with respect to: (A) the Premises or any personal property, Equipment or other facility used in the operation thereof, (B) any document (other than this Lease) by which Tenant directly or indirectly creates or transfers any interest or estate in the Premises, (C) the use and occupancy of the Premises by Tenant or any Person by, through or under Tenant, or (D) the Rental (or any portion thereof) payable by Tenant hereunder. Each such Imposition, or installment thereof, during the Term shall be paid at least five (5) days before the last day the same may be paid without fine, penalty, interest or additional cost; provided, however, that 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 (including, without limitation, any interest or late payment charges payable thereon or in connection therewith); provided, however, that all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate such installment payments relating to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed periods prior to the date hereof and whether or not to be completed within definitely fixed for the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect expiration of the Term may shall be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in made prior to the Leased Property, (b) the Leased Property or any part thereofExpiration Date. SECTION 4.2. If Tenant, or Landlord upon receipt from Tenant, is paying any rent therefrom Imposition directly to the Governmental Authority or any estateother Person imposing the same, rightthen each party, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with from time to time upon the Leased Property or the leasing or use request of the Leased Property or any part thereof by Lessee. Providedother party, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect furnish evidence reasonably satisfactory to the sale, exchange, mortgaging or other disposition or financing by Lessor requesting party evidencing the payment of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxesImposition.

Impositions. Collectively(a) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property)taxes, assessments (including, without limitationincluding but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed prior to accruing during the date hereof and whether or not to be completed within the Termterm of this Lease), water, sewer or and other rents rents, rates and charges, charges for public utilities, excises, tax levies, license and permit and inspection fees (including, without limitation, license, permit, inspection, authorization and similar fees), ) and all other governmental or public charges, in each case whether general or and special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest any kind and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause nature whatsoever, including reassessment, which at any time prior toto or during the term of this Lease may have been or may be assessed, during levied, confirmed, imposed upon, or grow or become due or payable out of or in respect of the Term may be assessed of, or imposed on or in respect of or be become a lien upon (a) Lessor's interest in the Leased Propertyon, (bA) the Leased Property Premises or any part thereof, thereof or any rent therefrom or any estateappurtenance thereto, right, title or interest therein, or (cB) any occupancyBase Rent or other sums payable hereunder (including, without limitation, commercial rent tax), (C) this Lease or the leasehold estate created thereby, (D) the operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedPremises, however, nothing contained in this Lease shall be construed to require Lessee to pay (1E) any tax based on personal property or the rent and income received by Tenant from subtenants, (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2F) any use, possession or occupation of the Premises or activity conducted therein, including rentals or sales (including lease rentals), value added, ad valorem, single business, gross receipts, use and similar taxes that are at any time levied, assessed or payable on account thereof, (G) all transfer, or net revenue tax of Lessorrecording, or (3) any sales, income, capital gainstamp and real property gain taxes incurred upon the assignment, transfer, documentary, mortgage, intangible foreclosure or other tax disposition by Tenant of its interest in the Premises or this Lease, (H) all claims and demands of mechanics, laborers, materialmen and others (excluding those engaged by Landlord or a Landlord Party) which, if unpaid, might create a lien on the Premises, (I) all charges of utilities, communications and similar services serving the Premises and (J) charges imposed with respect to the salePremises for police protection, exchangefire protection, mortgaging or other disposition or financing by Lessor street and highway maintenance, construction and lighting, sanitation and water supply, if any, (all of the foregoing, together with any Leased Property or and all fines, penalties, costs and/or interest thereon, and together with any and all Premiums, being hereinafter sometimes collectively referred to as "IMPOSITIONS", and any of the proceeds thereofsame being hereinafter sometimes referred to as an "IMPOSITION"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any of Landlord's capital levy, franchise, excess profits, estate, gift, succession, inheritance, transfer taxes or mortgage recording taxes in connection with any Mortgage of Landlord (4) other than in accordance with SECTION 41), unless and to the extent that such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any single businessother Imposition required to be paid by Tenant pursuant to this SECTION 5, in which event same shall be deemed Impositions and shall be paid by Tenant. If, at any time during the 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 but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Premises, then to the extent that such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other than a Imposition required to be paid by Tenant pursuant to this SECTION 5, all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but in any event only to the extent that such taxes would be payable if the Premises were the only property of Landlord (it being acknowledged and agreed that any franchise, income, profit, sales, use, occupancy, gross receipts, rental or similar tax on any rent received by Lessor which is unique to Landlord and which is not related to the Premises shall be excluded from LesseeImpositions), transactionand Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. All Impositions shall be paid directly by Tenant to the entity to whom such Impositions are due. Tenant shall furnish to Landlord, privilegepromptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Notwithstanding anything to the contrary set forth in this SECTION 5(a), nothing herein shall be deemed to modify Tenant's obligation to pay any transfer tax, mortgage recording tax or other Imposition if and to the extent such obligation is a term set forth in any "Landlord's Offer" pursuant to SECTION 23(a). (b) If at any time during the term, an Event of Default resulting from Tenant's failure to pay Impositions constituting real estate taxes has occurred, Tenant, within ten (10) Business Days after written demand by Fee Mortgagee (as hereinafter defined) or by Landlord in response to a demand made upon Landlord by Fee Mortgagee, shall deposit into escrow with Fee Mortgagee, on the first day of each and every succeeding month during the term of this Lease, an amount equal to one-twelfth (1/12th) of the amount necessary to pay annual Impositions constituting real estate taxes then in effect, as reasonably estimated by such Fee Mortgagee. If, at any time, the monies so deposited by Tenant shall be insufficient to pay in full the next installment of such Impositions then due, then within ten (10) Business Days following demand by Landlord, Tenant shall deposit the amount of the insufficiency with such Fee Mortgagee, to enable such Fee Mortgagee to pay all installments of such Impositions. If on the first anniversary of the date that Tenant shall first become obligated to pay such Impositions into escrow as provided in this SECTION 5(b), and on each subsequent anniversary of such date, the total monthly deposits made by Tenant for the previous year pursuant to this SECTION 5(b) shall exceed the amount of such Impositions due with respect to such previous year, such excess (less any amounts retained by Landlord to cure any default in the payment of Base Rent and additional rent under the Lease) shall be refunded to Tenant within twenty (20) days of such applicable anniversary date. The funds deposited by Tenant with Fee Mortgagee on account of Impositions pursuant to this SECTION 5(b), and any interest accruing thereon, shall be held in escrow for the sole and exclusive purpose of paying Impositions to the applicable party on or similar taxes before the applicable due date thereof and shall not be used by Landlord (except as stated above), Fee Mortgagee (subject to the terms of the Mortgage) or any other party for any other purpose whatsoever. All interest, if any, on such funds shall be for the account of Tenant and shall be applied to pay any outstanding Impositions or amounts due from Tenant to Landlord, or shall be refunded to Tenant, as the same relate case may be, pursuant to this SECTION 5(b). (c) After prior written notice to Landlord, at Tenant's sole cost, Tenant may contest in good faith (including seeking a reduction in the assessed value of the Premises or are an abatement or reduction of) any Impositions agreed to be paid hereunder; provided that (i) Tenant first shall satisfy the requirements of any Laws, including, if required, that the Impositions be paid in full before being contested, (ii) no material non-monetary Event of Default or monetary Event of Default in excess of $25,000 shall then be continuing and (iii) in Landlord's reasonable judgment, failing to pay such Impositions will not subject Landlord or Fee Mortgagee to criminal penalties or to prosecution for a crime or (unless Tenant shall indemnify Landlord therefor) civil liability, or result in the imminent risk of the sale, forfeiture or loss of any portion of the Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest; provided, however, that Tenant shall not settle or compromise such contest without Landlord's prior consent, which consent shall not be unreasonably withheld or delayed and shall be deemed given if Landlord shall fail to respond within ten (10) Business Days following Tenant's request for consent, such request setting forth the proposed terms of such compromise or settlement. Tenant shall pay and save Landlord and Fee Mortgagee harmless against any and all losses, judgments, decrees and costs (including, without limitation, all reasonable out-of-pocket attorneys' fees and expenses) in connection with any such contest. Tenant's right to contest any Impositions shall be conditioned upon Tenant's depositing with Landlord (or Fee Mortgagee) such security (in the form of cash or other security reasonably acceptable to Landlord) for the payment of the amounts so contested and unpaid together with all interest and penalties that may be imposed upon Lessorin connection therewith, and are unrelated all costs and charges which might become a lien or charge on all or any part of the Premises in any such contest. Promptly after the conclusion of such contest (by final determination, settlement, compromise or otherwise), Tenant shall fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof, provided that Landlord shall return all amounts deposited with it with respect to the Leased Propertycontest of such Impositions, as aforesaid, or, at the written direction of Tenant, Landlord shall make any such payment out of the funds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Landlord shall not be subject to any liability whatsoever for the payment of any fees, costs and expenses in connection with such proceedings. Tenant agrees to pay all such fees (including reasonable out-of-pocket attorneys' fees incurred by Landlord), costs and expenses or, on demand, to make reimbursement for such payment. Landlord agrees to cooperate with Tenant's efforts in connection with this SECTION 5(c) at no cost or expense to Landlord. Should Tenant prevail in any such contest, Tenant shall enjoy the benefit of any reduction in the Imposition in question attributable to the term hereof. (5d) estateIf Landlord elects to contest an Imposition, inheritanceLandlord shall first give Tenant written notice of such intention and Tenant shall have twenty (20) days from the date of Landlord's notice to deliver to Landlord written notice of Tenant's election to contest (in accordance with SECTION 5(c)) or not contest the Imposition in question. The immediately preceding sentence notwithstanding, gift if Tenant elects not to contest an Imposition with respect to real estate taxes or documentary transfer taxesassessments, Tenant shall notify Landlord thereof not less than thirty (30) days prior to the final date upon which such Imposition may be contested without suffering any penalty and Landlord may, after prior written notice to Tenant, contest any such Imposition in good faith. Landlord shall not be obligated to contest Impositions, and any such contest shall be by appropriate proceedings conducted in the name of Landlord or in the name of Landlord and Tenant. If Landlord elects to contest the amount or validity, in whole or in part, of any Imposition, such contests by Landlord shall be at Landlord's sole cost and expense, provided, however, that if the amounts payable by Tenant are reduced (or if a proposed increase in such amounts is avoided or reduced) by reason of Landlord's contest, Tenant shall enjoy the benefit of any such reduction or avoidance, and Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in contesting the Imposition in question, but such reimbursements shall not be in excess of the amount saved by Tenant by reason of Landlord's actions in contesting such Imposition. Such reimbursement shall be made within twenty (20) Business Days after demand accompanied by reasonable documentation supporting the amount of any such costs or expenses.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Without limiting the foregoing, the term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Ohio and any potential subdivision thereof relating to any Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of any Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitationwith respect to each Property, all ad valoremcivil monetary penalties, fines and overpayments imposed by state and federal regulatory authorities, all Real Estate Taxes, all state and local sales and useuse taxes, single business, gross receipts, transaction privilege, rent or similar taxes as taxes, all assessments, charges and costs imposed under the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments Permitted Exceptions (including, without limitation, all penalties, fines, damages, costs and expenses for any violation of or a default under any of the Permitted Exceptions), Massachusetts excise taxes, franchise taxes (including but not limited to taxes based on capital, net worth or assets), license, business entity, annual report, registration and statutory representation fees and other taxes imposed on any business entities, including limited partnerships, limited liability companies and other “pass through” entities, and any such items imposed on Lessor or Lessor’s Affiliates (including Lessor’s parent organizations), all assessments for utilities, public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term)ground rents, water, wastewater, sewer, sanitary sewer or other rents and charges, excises, tax levies, fees (including, without limitation, impact, development, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of such Property, the Leased Property or the business conducted thereon by Lessee Rent 4834-1440-2281v12 relating thereto (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoeverother reasonable, including reassessmentout-of-pocket fees, costs and expenses which at any time prior to, during or in respect of the Term may be charged, assessed or imposed on or in respect of or be a lien upon (a) Lessor or Lessor's ’s interest in the Leased such Property, (b) the Leased such Property or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased with, such Property or the leasing or use of the Leased such Property or any part thereof by Lesseethereof. Provided, howeverNotwithstanding any provision hereof to the contrary, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax a financial institutions or other tax) imposed on Lessor, including, but not limited to, any franchise tax or business entity tax (other than any components of such tax which constitute a franchise or capital tax), or (2) any transfer, branch profits taxes imposed by the United States or net revenue any similar tax imposed by any other jurisdiction in which Lessor is located; (3) any transfer tax of Lessor, or (34) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, thereof or (5) estateany interest, inheritanceadditions to tax or penalties in respect of the foregoing clauses (1) through (5) except as expressly provided elsewhere in this Lease, gift taxes any principal or documentary transfer taxesinterest on any Lien on any Property, except to the extent that any tax, assessment, tax levy or charge which Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (2) is levied, assessed or imposed expressly in lieu thereof, in which case the substitute tax, assessment, tax levy or charge shall be deemed to be an Imposition.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedWithout limiting the foregoing, howeverthe term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, nothing but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Colorado and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of the Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition disposition, or financing operation, by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes. In addition, Lessee shall not be required to pay any franchise, registration, or qualification tax or fee to the extent such tax or fee exceeds the minimum amount which would be imposed on Lessor if Lessor reported liabilities equal to at least eighty percent (80%) of Lessor's assets.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, school taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any personal property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedWithout limiting the foregoing, howeverthe term "Imposition" shall include any sales tax on rent paid under this Lease, nothing tuition or other amounts received with respect to services provided at or by the Facilities, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Arizona and any potential subdivision thereof relating to the Facilities or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Nothing contained in this Lease shall be construed to require Lessee to pay (1) any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition disposition, or financing operation, by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, inheritance or gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, income or capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased PropertyProperty and all real estate or ad valorem property taxes and inventory and personal property taxes and similar charges on or relating to the Leased Property and the Hotel), assessments (including, without limitation, all assessments under private covenants and for public improvements or benefitsbenefit, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), fees and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to caused by any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in with respect of to the Term hereof may be assessed or imposed on or in with respect of to or be a lien upon (a) Lessor's ’s interest in the Leased Property, (b) the Leased Property Property, or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, on or in connection with the Leased Property Property, or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing Nothing contained in this Lease definition of Impositions shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on LessorLessor or any other person, or (2) any transfer, or net revenue tax of LessorLessor or any other person, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any the Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent privilege or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated except to the Leased Propertyextent that any tax, assessment, tax levy or charge that Lessee is obligated to pay pursuant to the first sentence of this definition and that is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (52) estateis levied, inheritance, gift taxes assessed or documentary transfer taxesimposed expressly in lieu thereof.

Impositions. Collectively, all taxes (including, without limitation, all ----------- ad valorem, sales and use, occupancy, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its Lessor or Lessee's business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefitsbenefit, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), fees and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to caused by any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in with respect of to the Term hereof may be assessed or imposed on or in with respect of to or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property Property, or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, on or in connection with the Leased Property Property, or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing Nothing contained in this Lease definition of Impositions shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on LessorLessor or any other person, or (2) any transfer, or net revenue tax of LessorLessor or any other person, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, (a) Lessee shall pay all taxes (including, without limitationbut not limited to, all ad valorem, sales and use, single business, any gross receipts, transaction privilegesales, rent real estate taxes, use and occupancy taxes, general intangibles taxes and personal property taxes (tangible and intangible), stamp taxes and all voluntary payments that may be paid or similar taxes as the same relate to or are imposed upon payable by Lessee or its business conducted upon the Leased Propertyin lieu thereof), assessments (including, without limitation, all assessments for public improvements special or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termotherwise), watertransit taxes, sewer or other rents and chargescounty taxes, excises, tax levies, fees (includingimposts, without limitationduties, vault and other license, permitrent and permit fees and other municipal and governmental impositions, inspectioncharges and withholdings, authorization general and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or unforeseenunforeseen and of any kind and nature whatsoever, of every character in respect together with any penalty, fine, addition to tax and interest thereon (herein sometimes collectively referred to as "IMPOSITIONS" and any of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lesseesame as an "IMPOSITION"), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed assessed, levied, confirmed, charged, laid, imposed upon, or imposed on become due and payable out of or in respect of of, or be become a lien upon Lien on (ai) Lessor's interest in the Leased any Property or any part thereof, (ii) any appurtenance to any Property, (biii) the Leased construction, financing, ownership, operation, use, condition, maintenance, repair, leasing, or subleasing of the Improvements or any portion thereof, (iv) any personal property located at any Property, (v) any rent or other income received by Lessee from subtenants, licensees or other users or occupants of any Property or any part thereof, (vi) any occupancy, use or possession of any Property or any part thereof, or any rent therefrom streets, sidewalks, alleys or vaults, or any estatepart thereof, rightadjoining any Property, title or any activity conducted thereon or sales or rentals therefrom, (vii) the payment of the principal of or interest thereinor premium on, or other amounts with respect to, the Notes, or (cviii) otherwise with respect to the Operative Documents or the transactions contemplated thereby. Such payments shall be made by Lessee directly to the applicable authority and before any occupancyfine, operationpenalty, use interest, cost or possession ofimposition 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 sales fromAgent, proof of the payment of any Imposition which is payable by Lessee and, upon written demand of either Lessor or activity conducted onAgent, or proof of the filing of all returns and other materials required in connection with therewith. (b) If, under Applicable Laws, any Imposition payable by Lessee hereunder may be paid in installments, Lessee may pay the Leased Property or same in installments and in such event shall pay each such installment as may become due before the leasing or use of the Leased Property date when such installment would become delinquent or any part thereof fine, penalty, further interest or cost may be added thereto. To the extent that the same may be permitted by Lessee. ProvidedApplicable Laws, Lessee shall have the right to apply for the conversion of any Imposition to make the same payable in annual installments over a period of years, and upon such conversion, Lessee shall be obligated to pay and discharge said periodic installments as required by this SECTION; provided, however, nothing contained that in the event Lessee elects to surrender the Premises upon the expiration of the Term in accordance with SECTION 33.1(A) hereof, an amount equal to all unpaid installments shall be immediately due and payable by the Lessee on the Expiration Date. (c) Nothing in this Lease shall be construed to require Lessee to pay (1) any tax based on local, state, federal or foreign income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on taxes assessed against Lessor, any Noteholder, local, state or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, federal capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single businesslevy, gross receipts (other than in the nature of a tax on any rent received by Lessor from Lesseerent, sales or occupancy tax), transactionestate, privilege, rent succession or similar inheritance taxes as the same relate to or are imposed upon on Lessor, and are unrelated to the Leased Property, any Noteholder or (5) estate, inheritance, gift taxes or documentary transfer corporation franchise taxes.,

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefitsbenefit, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), fees and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to caused by any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in with respect of to the Term hereof may be assessed or imposed on or in with respect of to or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property Property, or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, on or in connection with the Leased Property Property, or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing Nothing contained in this Lease definition of Impositions shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on LessorLessor or any other person, or (2) any transfer, or net revenue tax of LessorLessor or any other person, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent privilege or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated except to the Leased Propertyextent that any tax, assessment, tax levy or charge that Lessee is obligated to pay pursuant to the first sentence of this definition and that is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (52) estateis levied, inheritance, gift taxes assessed or documentary transfer taxesimposed expressly in lieu thereof.

Impositions. Collectivelycollectively, all taxes (including, without limitation, all capital stock and franchise taxes of AL Investors Development, ▇▇ ▇▇ Holdings, or any Facility Entity, all ad valorem, property, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termassessments levied by condominium associations), waterground rents, water and sewer or rents other rents and than normal utility charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public chargescharges imposed by Governmental Authorities, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee Facility (including all interest and penalties thereon due to any failure in payment by LesseeManager), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term of the Management Agreement may be assessed or imposed on or in respect of or be a lien Lien upon (a) Lessor's Facility Entities' interest in the Leased PropertyFacility, (b) the Leased Property or any part thereof, Facility or any rent or income therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, the Leased Property Facility or the leasing or use of the Leased Property or any part thereof by LesseeFacility. ProvidedNotwithstanding the foregoing, however, nothing contained in this Lease "Impositions" shall be construed to require Lessee to pay not include: (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on Lessorany Owners or Managers, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property a Facility or the proceeds thereof, or (43) any single business, gross receipts (other than a tax principal or interest on any rent received by Lessor from Lessee)Mortgage; provided, transactionhowever, privilegethe provisos set forth in clause (1) of this sentence shall not be applicable to the extent that any real or personal property tax, rent assessment, tax levy or similar taxes as charge pursuant to the same relate to first sentence of this definition and which is in effect at any time during the Term hereof is totally or are imposed upon Lessorpartially repealed, and are unrelated to the Leased Propertya tax, assessment, tax levy or charge set forth in clause (51) estateis levied, inheritance, gift taxes assessed or documentary transfer taxesimposed expressly in lieu thereof.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.. Insurance Requirements. All terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy. Land. As defined in ARTICLE I.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, school taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any personal property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedWithout limiting the foregoing, howeverthe term "Imposition" shall include any sales tax on rent paid under this Lease, nothing tuition or other amounts received with respect to services provided at or by the Facility, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Minnesota and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Nothing contained in this Lease shall be construed to require Lessee to pay (1) any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition disposition, or financing operation, by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, inheritance or gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefitshereby further agrees, whether or not commenced the transactions contemplated by this Lease shall be consummated, to pay on or completed prior before the due date, directly to the date hereof appropriate federal, state, local or foreign taxing authority or other Governmental Authority (a “Taxing Authority”) or, if such payment is not allowed under Applicable Law, directly to (a) Lessor with sufficient prior notice and whether or not assistance in order for Lessor to be completed within timely make payment before the Termdue date), water(i) all taxes as shown on said returns and all taxes assessed, sewer billed or otherwise payable with respect to the Aircraft or any Collateral, any part of either thereof, or the transactions contemplated by the Transaction Documents; (ii) all license and/or registration or filing fees, assessments, governmental charges and sales, use, property, excise, privilege, value added, withholding and other taxes (including any related interest, charges or penalties) or other rents and chargescharges or fees now or hereafter imposed by any Taxing Authority, exciseson Lessor, tax leviesLessee, fees any Lessee Party or any other Person in possession of the Aircraft or any Collateral or any of either thereof, the Aircraft or any Collateral, or any part of any thereof, the Rent (includingor other amounts payable under the Transaction Documents), without limitationor the transactions contemplated by the Transaction Documents, licenseincluding any of the same imposed with respect to the landing, permitairport use, manufacturing, ordering, shipment, inspection, authorization and similar feespurchase, acceptance, rejection, ownership, delivery, installation, management, pooling, interchange, time sharing, leasing (pursuant to this Lease, any sublease, or otherwise), and all other governmental or public chargeschartering, in each case whether general or specialoperation, ordinary or extraordinarypossession, use, maintenance, repair, condition, removal, registration, de-registration, abandonment, repossession, storage, sale, return, or foreseen or unforeseen, of every character in respect other disposition of the Leased Property Aircraft or any part of any thereof, the business conducted thereon by Lessee Rent (including all interest and penalties thereon due to or other amounts under the Transaction Documents) or any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property Collateral or any part thereof, or any rent therefrom or interest in any estate, right, title or interest therein, or thereof; and (ciii) any occupancypenalties, operationcharges, use or possession ofinterest, or sales fromfines, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed additions to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax costs imposed with respect to any items referred to in sub-clauses (i) and (ii); the saleitems referred to in sub-clauses (i), exchange(ii), mortgaging and (iii) above being referred to herein collectively, as “Impositions”; except that “Impositions” shall expressly exclude, and Lessee shall have no such obligation in respect of, any of the same either (A) imposed against Lessor and imposed on or other disposition measured by the net income, capital or financing net worth of Lessor by the jurisdiction in which Lessor was incorporated or formed, or in which Lessor has its principal place of business or (B) arising from the gross negligence or willful misconduct of Lessor (unless imputed by Applicable Law). L▇▇▇▇▇ will indemnify Lessor from, and defend and hold Lessor harmless, on an after-tax basis against, any and all such Impositions. Any Impositions which are not paid when due and which are paid by Lessor of any Leased Property or the proceeds thereofshall, or (4) any single businessat L▇▇▇▇▇’s option, gross receipts (other than a tax on any rent received by Lessor become immediately due from Lessee), transaction, privilege, rent or similar taxes as the same relate Lessee to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Without limiting the foregoing, the term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Ohio and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of the Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes.