Common use of Impositions Clause in Contracts

Impositions. (a) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, any and all Impositions (as defined below) that at any time prior to, during, or in respect of, the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. (a) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, shall pay any and all Impositions (as defined belowi) that general and special real estate taxes (including any personal property taxes, sales taxes, use taxes, and the like), assessments, water and sewer rents, rates and charges, excise taxes, levies, license and permit fees, fines, penalties and other governmental charges and any interest or costs with respect thereto (collectively, “Taxes”), and (ii) charges for public and private utilities (including gas, electricity, light, heat, air-conditioning, power and telephone and other communication services) (collectively, “Utility Charges”), general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to, during, to or in respect of, during the term of this Lease may have been or Term may be assessed, levied, confirmed, imposed upon or with respect toupon, or grow or become due or and payable out of or in respect of, or charged with respect to or become a lien on, (i) the Premises (all of the foregoing Taxes and Utility Charges, collectively, “Impositions”). (b) Landlord shall use commercially reasonable efforts, and shall cooperate with Tenant, in requesting that all bills for Taxes and Utility Charges be sent directly by the billing Entities to Tenant throughout the Term. (c) If the Commencement Date or the Expiration Date shall occur on a date other than January 1 or December 31, respectively, any part thereof Impositions payable by Tenant under this Article 7 for the year in which the Commencement Date or any appurtenance thereto, (ii) Landlord’s reversionary interest Expiration Date shall occur shall be apportioned in that percentage which the number of days in the Premises, (iii) any personal property located at period from the Commencement Date to December 31 or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant January 1 to the use Expiration Date, as the case may be, both inclusive, shall bear to the total number of days in such year. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall have no obligation to pay any Impositions attributable to any period prior to the Commencement Date or occupation of after the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the PremisesExpiration Date. Section 7.2. Nothing herein contained shall require Tenant to pay any municipal, state or federal income, inheritance, estate, succession, transfer or gift taxes of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 corporate franchise tax imposed upon Landlord. (a) Tenant shall have the right to contest the amount or an assessment, levy or charge measured by or basedvalidity, in whole or in part, of any Imposition by appropriate proceedings, at its own expense and following the giving of written notice thereof to Landlord, provided that Tenant’s right to commence and/or to continue any such contest shall be conditioned upon the following: (i) neither the Premises nor any part thereof would, in Landlord’s reasonable judgment, be in material danger of being forfeited or lost by reason of such Rentscontest; (ii) if any lien or encumbrance is filed against the Premises as a result of such contest, Tenant shall, at its own cost and expense, cause the same to be discharged of record, by bonding or otherwise; and (iii) such content will not, in Landlord’s reasonable judgment, subject or threaten to subject Tenant or Landlord to any criminal or material civil liability. (b) Upon the termination of such proceedings, Tenant shall pay the amount of such Imposition or part thereof as finally determined in such proceedings, the Premises payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including but not limited counsel fees), interest, penalties or other liabilities in connection therewith. Section 7.4. At Tenant’s request and expense, Landlord shall join in any proceedings referred to the acquisitionin Section 7.3, leasing, use, or value thereof) or the present or and if any future Improvements on the Premises or the construction thereof and/or measured in whole Law shall require that such proceedings be brought by or in part by the name of Landlord’s income from , Landlord shall permit the Premises, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed same to be included within the term “Impositions” brought in its name. Landlord shall not ultimately be subject to any liability for the purposes hereofpayment of any costs or expenses in connection with any such proceedings, and Tenant shall pay will indemnify and discharge the same as herein provided in respect save harmless Landlord from any such costs and expenses. Any reduction or abatement of any Imposition pertaining to any part of the payment Term shall inure to Tenant’s benefit, regardless of Impositionswhether resulting from Tenant’s action, and regardless of whether such reduction or abatement occurs during or after the Term. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution The provisions of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 7.4 shall survive the expiration or sooner other termination of this Lease; provided. Section 7.5. If at any time during the Term, however, that Tenant shall not Taxes are required to be responsible for any Impositions paid (either to the extent that they are appropriate taxing authorities or as a tax escrow to the holder of a Superior Lease or Mortgage) on any other date or dates other than as presently required, then Tenant’s payment obligations in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there Taxes shall be an appropriate per-diem apportionment correspondingly accelerated or revised so that such payments are due on or prior to the date payments are due to such taxing authorities, Lessor or Mortgagee, as appropriate. Upon request by Tenant, Landlord will furnish Tenant with copies of any Impositions actually paid by Tenant that are in all available tax bills for the current Tax Year or the immediately preceding Tax Year with respect of a period beyond to the term of this Lease)Real Property. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. Section 3.1. From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than ten (a10) Tenant covenants to pay, days before any fine, penalty, interest or cost may be added thereto for the nonpayment non-payment thereof, as additional rent, any and all Impositions (as defined below) that at any time prior to, during, or in respect of, the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 all such taxes, assessments, levies water rents, sewer rents and charges, or the part thereof so measured or basedduties, shall be deemed to be included within the term “Impositions” impositions, license and permit fees, charges for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment public utilities of any Impositionskind, official receipts or charges with respect to any encumbrance, payments and other satisfactory proof evidencing payment charges of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (every kind and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or specialnature whatsoever, ordinary or extraordinary, foreseen or unforeseen):, general or special, in said categories, together with any interest or penalties imposed upon the late payment thereof, which, pursuant to past, present or future law or otherwise, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a lien on the Property or any part thereof, or any improvements or personal property in or on the Property, or the Rents and income payable by Tenant, or on account of any use of the Property or activity conducted thereon or service provided thereto (all of the foregoing being hereinafter referred to as “Impositions”). Within ten (10) days of Landlord’s request, Tenant shall submit to Landlord the proper and sufficient receipts or other evidence of payment and discharge of the same. If any Impositions are not paid when due under this Lease, Landlord shall have the right but shall not be obligated to pay the same, provided Tenant does not contest the same as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Additional Rent hereunder.

Impositions. (a) Subject to the provisions of Paragraph 18, and except as otherwise provided in this Paragraph 7(a), Tenant covenants to payshall, before any fine, penalty, interest or cost may be added thereto for the nonpayment delinquency thereof, as additional rentpay and discharge the following whether the same became due and payable before, any on or after the Commencement Date (collectively, the "Impositions"): all taxes (including sales, use, and gross rental taxes), assessments, levies, fees, water and sewer rents and charges, utilities and communications taxes and charges and all Impositions (as defined below) that other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, which are, at any time time, prior to, during, to or in respect of, during the term of this Lease may have been or may be assessed, levied, confirmedTerm, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, assessed against (i) the Premises or any part thereof or any appurtenance theretoPremises, (ii) Landlord’s reversionary interest in the Premisesany Basic Rent, Additional Rent or other sum payable hereunder, (iii) any personal property located at or used in connection with this Lease, the Premisesleasehold estate created hereby, (iv) Landlord, Lender, or Tenant, as a result of or arising out of the Rent and income received by Tenant from subtenantsownership, (v) any acquisition, occupancy, leasing, use, maintenance, management, repair, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation operation of the Premises, (vii) this Lease or the transactions contemplated hereby Premises (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu ofwithout limitation, any other Imposition required to be paid by Tenant pursuant to this Section 6taxes on revenues, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlordrents, or any income, awards, proceeds, capital levygains, corporation franchiseprofits, excess profits, estate gross receipts, sales, use, excise and other taxes, duties or inheritance imports whether similar or not in nature, assessed, levied or imposed against Tenant, Landlord or the Premises by any governmental authority). If any assessment may be paid in installments, Tenant shall have the option to pay such assessment in installments; in such event, Tenant shall be liable only for those installments which become due and payable during the Term. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall upon Landlord's request, deliver to Landlord copies of all receipts for payment of Impositions. Landlord shall either request the applicable taxing authority to deliver tax notices or tax bills directly to Tenant, or provide Tenant with complete and correct copies of such tax notices or tax bills promptly upon Landlord's receipt thereof. Notwithstanding the foregoing, Impositions will not include federal, state or local (i) franchise, capital stock or similar taxes, of Landlord; , (ii) net income, net rental, excess profits or other taxes, of Landlord, or (iii) any interest estate, inheritance, succession, gift, capital levy or similar tax, unless such taxes referred to in clauses (i) and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition(ii) above are in lieu of, if at or a substitute for, any time during the term of this Leasetax, 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 basedwhich, if it were 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 effect on the Premises or the construction thereof and/or measured in whole or in part Commencement Date, would be payable by Landlord’s income from the Premises, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive Lease. Upon the expiration or sooner earlier termination of this Lease; provided, however, that Landlord and Tenant shall not be responsible for prorate any Impositions pre-paid real property taxes applicable to the extent that they are in respect of a period beyond after such expiration or termination date and any unpaid real property taxes attributable to the term of this Lease (and, accordingly, upon the period prior to such expiration or termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease)date. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. (a) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, shall pay any and all Impositions (as defined belowi) that general and special real estate taxes (including any personal property taxes, sales taxes, use taxes, and the like), assessments, water and sewer rents, rates and charges, excise taxes, levies, license and permit fees, fines, penalties and other governmental charges and any interest or costs with respect thereto (collectively, “Taxes”), and (ii) charges for public and private utilities (including gas, electricity, light, heat, air-conditioning, power and telephone and other communication services) (collectively, “Utility Charges”), general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to, during, to or in respect of, during the term of this Lease may have been or Term may be assessed, levied, confirmed, imposed upon or with respect toupon, or grow or become due or and payable out of or in respect of, or charged with respect to or become a lien on, (i) the Premises (all of the foregoing Taxes and Utility Charges, collectively, “Impositions”). (b) Landlord shall use commercially reasonable efforts, and shall cooperate with Tenant, in requesting that all bills for Taxes and Utility Charges be sent directly by the billing Entities to Tenant throughout the Term. (c) If the Commencement Date or the Expiration Date shall occur on a date other than January 1 or December 31, respectively, any part thereof Impositions payable by Tenant under this Article 7 for the year in which the Commencement Date or any appurtenance thereto, (ii) Landlord’s reversionary interest Expiration Date shall occur shall be apportioned in that percentage which the number of days in the Premises, (iii) any personal property located at period from the Commencement Date to December 31 or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant January 1 to the use Expiration Date, as the case may be, both inclusive, shall bear to the total number of days in such year. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall have no obligation to pay any Impositions attributable to any period prior to the Commencement Date or occupation of after the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the PremisesExpiration Date. Section 7.2. Nothing herein contained shall require Tenant to pay any municipal, state or federal income, inheritance, estate, succession, transfer or gift taxes of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 corporate franchise tax imposed upon Landlord. (a) Tenant shall have the right, at its own expense, to contest by appropriate proceedings the amount or an assessment, levy or charge measured by or basedvalidity, in whole or in part, of any Imposition or any lien or encumbrance and, to the extent permitted by applicable Laws, to defer payment of such contested Imposition or lien during such contest, provided that Tenant’s right to commence and/or to continue any such contest shall be conditioned upon the following: (i) Prior to the commencement of any contest, Tenant shall have given Landlord written notice thereof, and, in the case of any Imposition or lien that exceeds $1,476,807.00, in the aggregate, Tenant shall have furnished to Landlord a surety company bond, a cash deposit, letter of credit other security reasonably satisfactory to Landlord, securing payment of the contested Imposition or lien, and interest, charge, or penalty arising from such Rentscontest; (ii) neither the Premises nor any part thereof would, in Landlord’s reasonable judgment, be in material danger of being forfeited or lost by reason of such contest; (iii) if any lien or encumbrance is filed against the Premises as a result of such contest, Tenant shall, at its own cost and expense, cause the same to be discharged of record, by bonding or otherwise; and (iv) such content will not, in Landlord’s reasonable judgment, subject or threaten to subject Tenant or Landlord to any criminal or material civil liability. (b) Tenant shall keep Landlord and each Mortgagee and Superior Lessor whose name and address has been furnished to Tenant advised as to the status of any proceedings referred to in this Section 7.3, and shall provide to Landlord and each Mortgagee such information regarding such proceeding as Landlord may from time to time reasonably request. (c) Upon the termination of such proceedings, Tenant shall pay the amount of such Imposition or part thereof as finally determined in such proceedings, the Premises payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including but not limited counsel fees), interest, penalties or other liabilities in connection therewith. Section 7.4. At Tenant’s request and expense, Landlord shall join in any proceedings referred to the acquisitionin Section 7.3, leasing, use, or value thereof) or the present or and if any future Improvements on the Premises or the construction thereof and/or measured in whole Law shall require that such proceedings be brought by or in part by the name of Landlord’s income from , Landlord shall permit the Premises, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed same to be included within the term “Impositions” brought in its name. Landlord shall not ultimately be subject to any liability for the purposes hereofpayment of any costs or expenses in connection with any such proceedings, and Tenant shall pay will indemnify and discharge the same as herein provided in respect save harmless Landlord from any such costs and expenses. Any reduction or abatement of any Imposition pertaining to any part of the payment Term shall inure to Tenant’s benefit, regardless of Impositionswhether resulting from Tenant’s action, and regardless of whether such reduction or abatement occurs during or after the Term. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution The provisions of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 7.4 shall survive the expiration or sooner other termination of this Lease; provided. Section 7.5. If at any time during the Term, however, that Tenant shall not Taxes are required to be responsible for any Impositions paid (either to the extent that they are appropriate taxing authorities or as a tax escrow to the holder of a Superior Lease or Mortgage) on any other date or dates other than as presently required, then Tenant’s payment obligations in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there Taxes shall be an appropriate per-diem apportionment correspondingly accelerated or revised so that such payments are due on or prior to the date payments are due to such taxing authorities, Superior Lessor or Mortgagee, as appropriate. Upon request by Tenant, Landlord will furnish Tenant with copies of any Impositions actually paid by Tenant that are in all available tax bills for the current Tax Year or the immediately preceding Tax Year with respect of a period beyond to the term of this Lease)Real Property. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. (a) Tenant covenants to pay, shall pay before any fine, penalty, interest interest, or cost may be added thereto for the nonpayment thereof, all real estate, municipal utility district and other similar taxes, assessments, ad valorem taxes (including municipal utility and other similar district taxes), water and sewer charges, vault charges, license and permit fees, dues or assessments, general or special of any association to which the Premises is subject and other governmental levies and charges, general and special, ordinary, and extraordinary, unforeseen as additional rentwell as foreseen, of any kind and nature (collectively "Impositions") which may be charged, assessed, levied, imposed upon or become due and payable, during the Term; provided, however, that if, by law, any Imposition is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), Tenant shall pay the same (and all Impositions (any accrued interest on the unpaid balance) in installments and shall be required to pay only such installments as defined below) that at may become due during the Term as the same respectively become due and before any time prior tofine, duringpenalty, interest, or cost may be added thereto for nonpayment thereof and provided further, that any Imposition relating to a fiscal period of a taxing authority, a part of which period is included within the Term and a part of which is included in respect ofa period of time before the commencement of the Term or after the termination of this Lease, the term other than a termination of this Lease may have been pursuant to Article 18, shall (whether or may not such Imposition shall be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect ofimposed, or become a lien on, (i) upon the Premises or any part thereof or any appurtenance theretoshall become payable, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 appropriately pro rated between 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 all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. (a) Tenant covenants To the extent the Trustor is obligated to paydo so under the Lease or as a matter of law, before any fineand subject to Trustor's rights to contest payment of taxes and assessments, penaltyTrustor will pay when due all real property taxes and assessments, interest or cost may be added thereto for the nonpayment thereofgeneral and special, as additional rent, any and all Impositions (other taxes and assessments of any kind or nature whatsoever, including, without limitation, public, governmental or non-governmental levies, assessments or charges, such as defined below) that at any time prior toassessments on appurtenant water stock, duringmaintenance charges, owner association dues or in respect ofcharges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the term of this Lease may have been Property, which are assessed or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes Property, or arising in respect of the operation, occupancy, use or possession thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such ----------- Imposition is payable, or may at the following option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same may become due. (b) If under the provisions of any law or ordinance now or hereafter in effect there shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed assessed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenantimposed: (i) transfer taxes a tax or documentary stamp taxes assessment on the Property in lieu of or in addition to the Impositions payable by Landlord upon the sale Trustor pursuant to subparagraph (a) hereof, or disposition by it of the Premises; (ii) income taxes assessed against Landlorda license fee, tax or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or assessment 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 Beneficiary and 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 based in whole or in part by Landlord’s income from upon the Premisesamount of the outstanding Obligations, then all such taxes, assessments, levies and charges, assessments or the part thereof so measured or based, fees shall be deemed to be included within the term “"Impositions” for the purposes " as defined in subparagraph (a) hereof, and Tenant Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided in respect of or shall reimburse or otherwise compensate Beneficiary for the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Leasethereof; provided, however, that Tenant Trustor shall have no obligation to pay or discharge taxes which may be imposed on the Beneficiary's net income. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Beneficiary for the payment of such tax, assessment or fee, then, at the option of Beneficiary, Beneficiary may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Beneficiary to exercise any of the remedies set forth in this Deed of Trust. (c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Beneficiary, at the request of Beneficiary and within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Beneficiary, evidencing the payment thereof. (d) If an Event of Default shall occur and be continuing, at the request of Beneficiary, Trustor shall pay to Beneficiary on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Beneficiary to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Beneficiary. Provided Trustor has deposited sufficient funds with Beneficiary pursuant to this Section 1.12, Beneficiary shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Beneficiary to be deemed a trustee of said funds or obligate Beneficiary to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Beneficiary are or will be insufficient to pay such amounts as may then be due, Beneficiary shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Beneficiary. Should Trustor fail to deposit with Beneficiary sums sufficient to fully pay such Impositions when due, Beneficiary may, at Beneficiary's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Beneficiary for said amount. Should an Event of Default occur and be continuing hereunder, Beneficiary may, at any time at Beneficiary's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 4.03 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Beneficiary hereunder shall not be responsible for any Impositions construed to affect the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment maturity of any Impositions actually paid by Tenant that are in respect of a period beyond the term Obligations or to otherwise affect any of this Lease)the rights or powers of Beneficiary hereunder or any of the obligations of Trustor hereunder. (be) For purposes hereofTrustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the term “Impositions” recording of this Deed of Trust or imposed upon the Bank Creditors by reason of their ownership of this Deed of Trust or any mortgage supplemental hereto, and shall mean pay any and all stamp taxes and other taxes required to be paid on any of the following Obligations (whether general other than taxes required to be paid by the Banks Creditors pursuant to Section 2.20 of the Credit Agreement); provided, however, that Trustor shall have no obligation to pay or specialdischarge taxes which may be imposed on the Beneficiary's net income. In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Beneficiary, ordinary or extraordinarythen Beneficiary shall have the right, foreseen or unforeseen):but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Beneficiary for said amount.

Impositions. (a) Except as otherwise provided in Section 3.01(b), Tenant covenants to paywill pay and discharge, before any fineas and when the same shall become due and payable, without penalty, interest the following (collectively, the "Impositions"): all real estate taxes, assessments, property taxes, privilege taxes, franchise taxes, excise taxes, business and occupation taxes, gross sales taxes, gross receipt taxes, occupational license taxes, and water and sewer charges, including governmental impositions and charges of every kind and nature whatsoever, whether extraordinary or cost may be added thereto for the nonpayment thereofordinary, as additional rentgeneral or special, any and all Impositions (as defined below) that at any time prior to, duringunforeseen or foreseen, or in respect ofsimilar or dissimilar to any of the foregoing which, the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect toto any period during the Term, or grow shall be or become due or and payable out of or in respect of, or become a lien on, and which: (i) shall be levied, assessed or imposed on or against the Leased Premises or any part thereof interest of Landlord or any appurtenance thereto, Tenant in the Leased Premises or under this Lease; (ii) Landlord’s reversionary shall be or become liens on or against the Leased Premises or any interest of Landlord or Tenant in the Premises, Leased Premises or under this Lease; (iii) shall be levied, assessed or imposed on or against Tenant or Landlord by reason of any personal property located at actual or used asserted engagement by Tenant (but not Landlord), directly or indirectly, in any business, occupation or other activity in connection with the Leased Premises, ; or (iv) shall be levied, assessed or imposed on in connection with the Rent and income received by Tenant from subtenantsownership, (v) any useleasing, possession or occupation ofoperation, or activity conducted atmanagement, the Premisesmaintenance, (vi) such franchises as may be appurtenant to the repair, rebuilding, use or occupation occupancy of the Premises, Leased Premises by Tenant. (viib) Nothing in this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below)taxes, unless such taxes are assessments or other charges imposed by city, county, state or levied upon federal laws or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord ordinances upon the sale or disposition by it income of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate upon the transfer or inheritance passing of Landlord; or (iii) any interest and penalties for late payment owned by Landlord in the Leased Premises, generally known as income, inheritance, estate, succession or transfer taxes, or any withholding, profit or revenue tax or charge levied upon the rents payable to Landlord under the terms of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In additionLease, or any franchise tax or license fee; provided, however, that if at any time during the term of this Lease, Term the method methods of taxation shall be such altered so that in lieu of, as a supplement to, or a substitute for the whole or part of any Imposition which Tenant has agreed to pay pursuant to this Section 3.01, there shall be levied, assessed or imposed on Landlord (i) a tax, assessment, levy, imposition or charge, wholly or partially as a capital levylevy or otherwise, gross receipts or other tax directly on the Rents rents received therefrom and/or under this Lease or (ii) a franchise tax or an assessment, levy or charge license fee 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 rent payable by Landlord’s income from the PremisesTenant under this Lease, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease)same. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. As utilized herein "IMPOSITIONS" shall mean all taxes (aincluding personal property taxes, if any) Tenant covenants to payassessments, before water and sewer rents, rates and charges, charges for public utilities, excises, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, any kind and all Impositions (as defined below) that nature whatsoever which at any time prior to, during, or in respect of, during the term of this Lease may have been or Term hereof may be assessed, levied, confirmed, imposed upon or with respect toupon, or grow or become due or and payable out of or in respect of, or become a lien on, (i) the Premises Land or Building or any part thereof or any appurtenance appurtenances thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession use or occupation of, of the Land or activity conducted at, the Premises, Building (viincluding sales taxes on lease payments) or such franchises as may be appurtenant to the use or occupation of the PremisesLand or Building; provided, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby)however, and/or (viii) any document to which Tenant is a party creating or transferring any rightthat, title or interest or estate in the Premises. Nothing nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below)municipal, unless such taxes are imposed state or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) federal income taxes assessed against Landlord, municipal, state or any federal capital levy, corporation franchiseestate, excess profitssuccession, estate inheritance or inheritance transfer taxes of Landlord, or corporation franchise taxes imposed upon any corporate owner of the Land; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In additionprovided further, however, that if at any time during the term Term the methods of taxation prevailing at the execution date of this Lease, the method of taxation Lease shall be such that there shall be altered so as to cause the whole or any part of the taxes, assessments, or other Impositions or charges now levied, assessed or imposed on Landlord the Land and the Building thereon, in lieu thereof, to be levied, assessed and imposed, wholly or partially as a capital levy, gross receipts or other tax directly otherwise, on the Rents rents received therefrom and/or a franchise tax therefrom, or an if any such tax, assessment, levy or charge measured by or based, in whole or in part, upon such Rents, the Premises (including but not limited to the acquisitionany municipal, leasingcounty, usestate or federal levy), Imposition or charge, or value any part thereof) , shall be measured by or the present or any future Improvements on the Premises or the construction thereof and/or measured be based in whole or in part by Landlord’s income from upon the PremisesLand and Building and shall be imposed upon Landlord in lieu of the methods of taxation prevailing at the date of the execution of this Lease, then all such taxes, assessments, levies and levies, Impositions or charges, or the part thereof to the extent that they are so measured or based, shall be deemed to be included within the term “Impositions” Impositions for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. (a) Tenant covenants to payshall, before any finefrom and after the Commencement Date, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, pay and discharge any and all Impositions “Impositions” (as defined hereinafter defined), which accrue or become due and payable for any period from and after the Commencement Date through and including the end of the Term. (b) As used herein, but subject to subsection (d) below, the term “Impositions” (singularly, an “Imposition”) that shall mean all real estate taxes, assessments, property taxes, excise taxes, business and occupation taxes, water and sewer charges and rents, sales and use taxes, including governmental impositions and charges of every kind and nature whatsoever, whether ordinary or extraordinary, general or special, foreseen or unforeseen, or similar or dissimilar to any of the foregoing , including specifically, but without limitation: (i) any tax, assessment or other governmental charge of any kind which at any time prior to, during, or in respect of, during the term of this Lease may have been or Term may be assessed, levied, confirmed, imposed upon or become due and payable with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) to the Premises or any part thereof or any appurtenance thereto, Premises; (ii) Landlord’s reversionary interest in any tax or charge for fire protection, refuse collection, sewer, water, streets, sidewalks or road maintenance or other services provided to the Premises, Premises by any governmental or public agency; and (iii) any personal property located at tax replacing or used supplementing in connection while or in part any tax levy, assessment or charge previously included with in the definition of Impositions under this Lease. (c) If any assessment for public improvements is levied against the Premises, Landlord shall be deemed to have elected to pay such assessment in the maximum number of installments then permitted by law (iv) whether or not Landlord actually so elects), and Tenant shall pay the Rent and income received by Tenant from subtenants, (v) any use, possession installments payable during or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant attributable to the use or occupation Term, together with any interest due as a result of the Premisesinstallment payments. Any installment for a period during which the Commencement Date or Expiration Date occurs shall be prorated in accordance with Section 3.02. (d) Notwithstanding the foregoing, (vii) nothing in this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed Landlord’s federal or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchisestate income, excess profits, estate franchise, succession, transfer, gift, inheritance or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. All taxes including real estate taxes (a) Tenant covenants to paywhich term shall include payments in lieu of real estate taxes), before assessments, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any finekind and nature whatsoever, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, any and all Impositions (as defined below) that which at any time prior to, during, or in respect of, during the term of this Lease may have been or Term may be assessed, levied, confirmed, imposed upon or with respect toupon, or grow or may become due or and payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted atupon, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby Building Complex (including any Rent payable hereunder and/or the leasehold estate granted herebyall improvements thereto), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenantthan: (i) transfer municipal, state and federal income taxes (if any) assessed against Landlord; or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlordmunicipal, state or any federal capital levy, corporation franchisegift, excess profitsestate, estate succession, inheritance or inheritance transfer taxes of Landlord; or (iii) corporation excess profits or franchise taxes imposed upon any interest and penalties for late payment corporate owner of real estate taxes where Landlord is expressly responsible the Building Complex; or (iv) any income, profits or revenue tax, assessment or charge imposed upon the Rent payable by Tenant under this Lease for paying such real estate taxes. In additionLease, provided, however, that if at any time during the term of this Lease, Lease Term the method methods of taxation prevailing at the commencement of the Lease Term shall be such altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies or charges now levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed and imposed a tax, assessment, levy, imposition or imposed on Landlord charge, wholly or partially as a capital levylevy or otherwise, gross receipts or other tax directly on the Rents rents received therefrom and/or a franchise tax therefrom, 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 based in whole or in part by upon the Building Complex and imposed upon Landlord’s income from the Premises, then all such taxes, assessments, levies and chargeslevies, impositions or charges or the part thereof so measured or based, shall be deemed to be included within within- the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions In addition to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereofforegoing, the term “Impositions” shall mean include any new tax of a nature not presently in effect, but which may be hereafter levied, assessed, or imposed upon Landlord or the following (whether general Building Complex, if such tax shall be based solely on or specialarise out of the ownership, ordinary use or extraordinaryoccupation of the Building Complex. Landlord shall elect to pay all betterments and special assessments of real estate taxes over the longest period permitted under applicable law and Impositions shall include only those installments which become due during the Lease Term plus any interest payments due during the same period. In the event the Impositions or any portion thereof are abated or reduced for any reason, foreseen or unforeseen):then there shall be a readjustment in Tenant’s Proportionate Share of such Impositions.

Impositions. (a) Tenant covenants and agrees to pay, during the Term, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rentall real estate taxes, any special assessments, utility bills referred to in Para▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇hting, excise levies, licenses, permits, inspection fees, other governmental charges, and all Impositions other charges or burdens of whatsoever kind and nature (as defined below) including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Premises are subject incurred in the use, occupancy, operation, leasing or possession of the Premises (excluding any income taxes on the Fixed Rent imposed on Landlord, it being the intent of the parties hereto that any tax on the net income derived from the Fixed Rent payable in respect to the Premises imposed by any governmental authority shall be paid by Landlord), without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforseen, which at any time prior to, during, or in respect of, during the term of this Lease may have been or Term may be payable. Tenant shall pay all special (or similar) assessments or installments thereof (including interest thereon) for public improvements or benefits which, during the Term shall be laid, assessed, levied, confirmed, levied or imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) upon the Premises and which are payable during the Term, or any part thereof portion thereof; provided, however, that if by law any special assessment is payable or, at the option of the party obligated to make such payment, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any appurtenance theretointerest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, (ii) Landlord’s reversionary penalty, interest in or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Premises, (iii) or any personal property located at or used in connection with portion thereof, which are due and payable during the Premises, (iv) Term. At the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation end of the PremisesTerm of the Lease, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document Tenant's obligation to which Tenant is a party creating or transferring any right, title or interest or estate pay such taxes shall be prorated in the Premises. Nothing herein contained shall require Tenant to pay any of event the following taxes (tax period and the following shall be excluded Term are not coextensive. (b) Except for any tax on the net income derived from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In additionFixed Rent, if at any time during the term of this LeaseTerm, the any method of taxation shall be such that there shall be levied, assessed or imposed on Landlord the Landlord, or on the Fixed Rent or Additional Rent, or on the Premises, or any portion thereof, a capital levy, gross receipts tax or other tax directly on the Rents rents received therefrom and/or therefrom, or a franchise tax tax, or an assessment, gross 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 based in whole or in part upon such gross Rents, Tenant, to the extent permitted by Landlord’s income from the Premiseslaw, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed covenants to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect same, it being the intention of the payment of Impositions. Tenant parties hereto that the Fixed Rent to be paid hereunder shall furnish be paid to Landlord, promptly after payment Landlord absolutely net without deduction or charge of any Impositionsnature whatsoever, official receipts foreseeable or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or specialunforeseeable, ordinary or extraordinary, foreseen or unforeseen):of any nature, kind, or description, except as otherwise expressly provided in this Lease. (c) Tenant covenants to furnish Landlord, within thirty (30) days after the date upon which any Imposition or other tax, assessment, levy or charge is payable by Tenant, official receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of the same. The certificate, advice or bill ▇▇ the appropriate official designated by law to make or issue the same or to receive payment of any Imposition may be relied upon by Landlord as sufficient evidence that such Imposition, is due and unpaid at the time of making or issuance of such certificate, advice or bill. (d) Upon the occurrence of an Event of Default and after the conclusion of any cure period following an Event of Default hereunder, Tenant shall pay to Landlord, at Landlord's written demand, the known or estimated yearly real estate taxes and assessments, payable with respect to the Premises in monthly payments equal to one-twelfth (1/12) of the known or estimated yearly real estate taxes and assessments, next payable with respect to the Premises. From time to time, after a default hereunder, Landlord may re-estimate the amount of real estate taxes and assessments, and in such event Landlord shall notify Tenant, in writing, of such re-estimate and fix future monthly installments for the remaining period prior to the next tax and assessment due date in an amount sufficient to pay the re- estimated amount over the balance of such period after giving credit for payments made by Tenant on the previous estimate. If the total monthly payments made by Tenant pursuant to this Section shall exceed the amount of payments necessary for said taxes and assessments, such excess over $1,000.00 shall be promptly paid to the Tenant and the balance shall be credited on subsequent monthly payments of the same nature. However, if the total of such monthly payments so made under this paragraph shall be insufficient to pay such taxes and assessments when due, then Tenant shall pay to Landlord such amount as may be necessary to make up the deficiency. All such deposits made by Tenant pursuant to this Paragraph 9(d) shall be deposited in a federally insured institution reasonably satisfactory to Landlord and Tenant, and all interest earned thereon shall accrue to the benefit of Tenant. Payment by Tenant of real estate taxes, assessments, under this Paragraph shall be considered as performance of such obligation under the provisions of Paragraph 9(a) hereof.

Impositions. (a) Section 3.1 From and after the Commencement Date and throughout the Term, Tenant covenants shall pay and discharge not later than the due date therefor and prior to pay, before the date any fine, penalty, interest or cost may be added thereto for the nonpayment non-payment thereof, as additional rentall taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, governmental levies and all Impositions charges, and charges for public utilities of any kind, together with any interest or penalties imposed upon the late payment thereof (as defined below) that at any time prior toexcept to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or in respect ofafter (but attributable to a period falling prior to or within) the Term, the term of this Lease may shall have been or may shall be assessed, levied, confirmedcharged, assessed, imposed upon or with respect to, or grow or become due or and payable out of or in respect of, for or have become a lien on, (i) on the Premises or any part thereof thereof, any Buildings or any appurtenance theretopersonal property (including, (iiwithout limitation, Tenant’s Personal Property) Landlord’s reversionary interest in or on the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent Rents and income received payable by Tenant from subtenants, (v) or on account of any use, possession or occupation of, or activity conducted at, use of the Premises, (vi) Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or occupation improvement district in connection with the use or operation by Tenant of the Premises, the Facility, and the Tenant’s Personal Property, and any interest and penalties assessed in connection therewith as a result of late payment or non-payment of any of the foregoing (viiexcept to the extent resulting from Landlord’s negligence or willful misconduct) this Lease or late filing or non-filing of any tax returns or reports due in connection therewith (each of the transactions contemplated hereby foregoing being an “Imposition” and collectively “Impositions”); provided, however, that Tenant’s obligation to pay directly to the applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments (including “Real Estate Taxes”) shall be suspended at Landlord’s election, and in such event Tenant shall comply with the terms and provisions of Section 3.5 hereof (in which case Landlord or Mortgagee shall make such payments and shall be responsible for all fines, penalties, interest and costs arising out of the late payment or nonpayment thereof, except to the extent such amounts arise as a result of (i) an Event of Default or (ii) an event of default by Tenant under any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document Mortgage Loan Documents to which Tenant is a party creating party). Notwithstanding anything herein to the contrary, Tenant shall not be obligated to pay (and Landlord or transferring Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord, any intangibles or transfer tax payable as a result of any financing, refinancing, transfer or exchange of the Premises by Landlord (except for transfers to or from Tenant or any of their Affiliates), or any income, profits or revenue tax upon the income of Landlord, and none of the foregoing shall constitute an Imposition for purposes hereof. The foregoing exclusions shall not include any nursing home privilege or similar taxes on the business operations at the Facility, which shall be the responsibility of Tenant. Tenant, upon request from Landlord, shall submit to Landlord the proper and sufficient receipts or other evidence of payment and discharge of the same; provided, however, Tenant shall not be required to furnish such receipts or other evidence for payment with respect to Real Estate Taxes or with respect to Impositions that are being contested in accordance with this Section. If any Impositions are not paid when due from Tenant under this Lease (other than Real Estate Taxes), Landlord shall have the right, title or interest or estate in the Premises. Nothing herein contained but shall require Tenant not be obligated, to pay the same following written notice to Tenant of such payment, provided Tenant is not contesting the same pursuant to a right to do so herein. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Supplementary Rent hereunder. Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or to prevent jeopardizing any license, permit or certification, including, without limitation, any Health Care License or Medicare and Medicaid certifications under Titles XVIII and XIX of the following taxes (and Social Security Act of 1935, as amended, because of nonpayment thereof, Tenant shall pay the following shall be excluded from amount in question prior to initiating the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied contest. Tenant’s right to contest is conditioned upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenantthe following: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; such contest is done at Tenant’s sole cost and expense, (ii) income taxes assessed against Landlord, nonpayment will not subject the Premises or any capital levypart thereof to sale or other liability by reason of such nonpayment, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) such contest shall not subject Landlord or any interest Mortgagee to the risk of any criminal or civil liability, and penalties for late (iv) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage or any loan documents in connection therewith to ensure payment of real estate taxes where such contested Impositions. Upon request, Tenant shall keep Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 advised as to the acquisitionstatus of such contest. Subject to the provisions of clauses (i) through (iv) above, leasingLandlord agrees to execute and deliver to Tenant any and all documents reasonably acceptable to Landlord and otherwise required for such purpose and to cooperate with Tenant in every reasonable respect in such contest, usebut without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest, or value thereof) or to the present or any future Improvements on extent that the Premises or same relate to the construction thereof and/or measured in whole or in part by Landlord’s income from period of the PremisesTerm, then all such taxesLandlord shall remit the same to Tenant. Section 3.3 To the extent permitted by Applicable Law, assessments, levies and charges, or Tenant shall have the part thereof so measured or based, shall be deemed right to be included within the term “Impositions” apply for the purposes hereof, and conversion of any Impositions to make the same payable in annual installments over a period of years. Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish all such deferred installments prior to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Leasethe Term, notwithstanding that such installments shall not then be due and payable, unless such installments relate in part to any fiscal period after the Expiration Date (and no interest, penalties or other fees are imposed on Landlord as a result of such deferred installments); provided, however, that all Impositions relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, or relating to any special assessment for physical improvements with a useful life that extends beyond the expiration of the Term, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay at its own expense (and not from the Imposition Reserve Fund) that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall not pay the remainder thereof (which amount Landlord shall be responsible for any Impositions entitled to withdraw from the Imposition Reserve Fund to the extent that they funds are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Leaseavailable therein). (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. (a) Section 3.1 From and after the Commencement Date and throughout the Term, Tenant covenants shall pay and discharge not later than the due date therefor and prior to pay, before the date any fine, penalty, interest or cost may be is added thereto for the nonpayment non‑payment thereof, all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity under an encumbrance and lien existing and of record as additional rentof the date of this Lease or thereafter as permitted hereunder, governmental levies and charges, and charges for public utilities of any and all Impositions kind, together with any interest or penalties imposed upon the late payment thereof (as defined below) that at any time prior toexcept to the extent caused by and/or resulting from the negligence, illegal acts, fraud or willful misconduct of Landlord), which, pursuant to past, present or future Applicable Law, during, prior to or in respect ofafter (but attributable to a period falling prior to or within) the Term, the term of this Lease may shall have been or may shall be assessed, levied, confirmedcharged, assessed, imposed upon or with respect to, or grow or become due or and payable out of or in respect of, for or have become a lien on, (i) on the Premises or any part thereof thereof, any Buildings or any appurtenance theretopersonal property (including, (iiwithout limitation, Tenant’s Personal Property) Landlord’s reversionary interest in or on the Premises, the Rents and income payable by Tenant (iii) but excluding any personal property located at tax or used in connection with assessment on the Premisesrevenue, (iv) the Rent and profits or income received by Tenant from subtenantsLandlord (except in the case of a “rent tax” promulgated in lieu of other real estate or ad valorem taxes, (vwhich shall be included as Impositions)) or on account of any use, possession or occupation of, or activity conducted at, use of the Premises, (vi) Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any provider, bed, sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or occupation improvement district in connection with the use or operation by Tenant of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby)Facility, and/or (viii) any document to which Tenant is a party creating or transferring any rightand Tenant’s Personal Property, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for assessed in connection therewith as a result of late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment non‑payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions(except to the extent resulting from the negligence, Tenant shall be responsible for (and shall timely payillegal acts, fraud or willful misconduct of Landlord) or late filing or non‑filing of any and all transfer taxes, documentary stamp taxes and similar taxes payable tax returns or reports due in connection with therewith (each of the execution of this Lease foregoing being an “Imposition” and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Leasecollectively “Impositions”); provided, however, that Tenant’s obligation hereunder with respect to the payment of all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be subject to the terms and provisions of Section 3.5 hereof (pursuant to which Landlord or Mortgagee shall make such payments and shall be responsible for all fines, penalties, interest and costs arising out of late payment or nonpayment thereof (a) provided that Tenant made such funds available to Landlord for payment as and when required hereunder, and/or (b) except to the extent such fines, penalties, interest and costs arise as a result of a Default or an Event of Default). Notwithstanding anything herein to the contrary, Tenant shall not be responsible obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord, any intangibles or transfer tax payable with respect to any mortgage required pursuant to any refinancing or any deed pursuant to a sale or other transfer of the Premises by and for the benefit of Landlord (except for transfers to or from Tenant, an Operating Subtenant or any of their Affiliates), or any income, profits or revenue tax upon the income of Landlord (except in the case of a “rent tax” promulgated in lieu of other real estate or ad valorem taxes), and none of the foregoing shall constitute an Imposition for purposes hereof. In addition, no Imposition created in writing by Landlord without the prior written consent by Tenant, not to be unreasonably withheld, conditioned or delayed, shall constitute an Imposition for purposes hereof. The foregoing exclusions shall not include any nursing home privilege, bed taxes or similar taxes on the business operations at the Facilities, which shall be the responsibility of Tenant. Tenant, upon request from Landlord, shall submit to Landlord the proper and sufficient receipts or other evidence of payment and discharge of the same; provided, however, Tenant shall not be required to furnish such receipts or other evidence for payment with respect to Real Estate Taxes or with respect to Impositions that are being contested in accordance with Section 3.2. The certificate, advice, or ▇▇▇▇ of non‑payment of any Imposition from the appropriate official designated by Applicable Law to make or issue the same or to receive payment of any Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice, or ▇▇▇▇ of non‑payment. If any Impositions are not paid when due from Tenant under this Lease (other than Real Estate Taxes), Landlord shall have the right, but shall not be obligated, to pay the same following written notice to Tenant of such payment, provided Tenant is not contesting the same pursuant to a right to do so herein. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant as Supplementary Rent hereunder. Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or as necessary to prevent jeopardizing any license, permit or certification, including, without limitation, any Health Care License or Medicare and Medicaid certifications under Titles XVIII and XIX of the Social Security Act of 1935, as amended, because of nonpayment thereof, Tenant shall pay the amount in question prior to delinquency. Tenant’s right to contest is conditioned upon the following: (a) such contest is done at Tenant’s sole cost and expense, (b) nonpayment will not subject the Premises or any part thereof to sale or other material liability by reason of such nonpayment, (c) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal or civil liability, and (d) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage or any loan documents in connection therewith to ensure payment of such contested Impositions to the extent not paid prior to delinquency. Upon request, Tenant shall keep Landlord advised as to the status of such contest. Subject to the provisions of clauses (a) through (d), above, Landlord agrees to execute and deliver to Tenant any and all documents reasonably acceptable to Landlord and otherwise required for such purpose, and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest, then to the extent relating to any amounts previously paid by Tenant at any time before or during the Term, then Landlord shall remit the same to Tenant. If Landlord owns the fee interest in the Premises, then at the request of Landlord, Tenant may (or at Tenant’s own initiative subject to the provisions of clauses (a) through (d), above, Tenant may) elect to take commercially reasonable steps to file and enforce tax certiorari proceedings or tax appeals to reduce tax affecting the Premises, all at Tenant’s own expense (except to the extent taken at Landlord’s request); provided, however, that they if Tenant shall decline to take such steps after a request by Landlord, Landlord may take such steps at Landlord’s own expense and, in the event Landlord is successful in reducing the tax affecting the Premises, Tenant shall reimburse such expenses to Landlord to the extent of the amount of the reduction in taxes for the first year in which the lower amount of taxes are paid, within thirty (30) days of Landlord’s written demand therefor. Section 3.3 To the extent permitted by Applicable Law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in respect of installments over a period of years. Tenant shall pay all such installments prior to delinquency, except to the extent such installments relate in part to any fiscal period after the Expiration Date (any interest, fees, premiums, penalties or other amounts payable as a result of converting to installment payments shall be deemed an Imposition hereunder and payable by Tenant in accordance with the terms of this Lease); provided, however, that all Impositions relating to a fiscal period of the taxing authority which commences before and extends beyond the term Expiration Date, or relating to any special assessment for physical improvements with a useful life that commences before and extends beyond the Expiration Date, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay at its own expense (and not from the Imposition Reserve Fund) that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof (which amount Landlord shall be entitled to withdraw from the Imposition Reserve Fund to the extent funds are available therein). Section 3.4 [Intentionally Omitted.] Section 3.5 Upon request by Landlord, Tenant shall: (a) deposit with Landlord or Mortgagee on or before the first day of each month of the Term until thirty (30) days prior to the date when the next installment of Real Estate Taxes is due to the authority or other Person to whom the same is paid, an amount equal to said next installment of Real Estate Taxes divided by the number of months over which such deposits are to be made; and (b) thereafter during the Term deposit with Landlord or Mortgagee an amount each month to create a fund (“Imposition Reserve Fund”) which, as each succeeding installment of Real Estate Taxes becomes due, will be sufficient, thirty (30) days prior to such due date, to pay such installment in full based on the then outstanding tax bills, as increased by the amount of any reasonably foreseen increases as reasonably estimated by Landlord to be adequate, or as otherwise required by any Mortgagee. Landlord or Mortgagee shall use reasonable efforts to cause the monthly deposits to be equal in amount, but neither of them shall be liable in the event that such required deposits are unequal. If at any time the amount of any Real Estate Tax is increased, said monthly deposits shall be increased within thirty (30) days after written demand by Landlord or Mortgagee so that, thirty (30) days prior to the due date for each installment of Real Estate Taxes, there will be deposits on hand with Landlord or Mortgagee sufficient to pay such installments in full. To the extent permitted by Applicable Law, Landlord or Mortgagee shall not be required to deposit any such amounts in an interest‑bearing account. For the purpose of determining whether Landlord or Mortgagee has on hand sufficient moneys to pay any particular Real Estate Tax at least thirty (30) days prior to the due date therefor, deposits for each category of Real Estate Tax shall be treated separately, it being the intention that Landlord shall not be obligated to use moneys deposited for the payment of an item not yet due and payable to the payment of an item that is due and payable. Notwithstanding the foregoing, it is understood and agreed that (i) to the extent permitted by Applicable Law, deposits provided for hereunder may be held by Landlord or its Affiliate or Mortgagee in a single bank account and commingled with other funds of Landlord or Mortgagee, and (ii) Landlord or Mortgagee, may, if Tenant fails to make any deposit required hereunder, use deposits made for any one item for the payment of the same or any other item of Rent. If this Lease (and, accordingly, upon the termination shall be terminated by reason of this Lease other than on account of an any Event of Default, there all deposits then held by Landlord shall be an appropriate per-diem apportionment applied by Landlord on account of any Impositions and all sums due under this Lease; if there is a resulting deficiency, Tenant shall pay the same, and if there is a surplus, or if this Lease expires on the Expiration Date and no Default or Event of Default is occurring, Tenant shall be entitled to a refund of the surplus or remaining balance of the Imposition Reserve Fund to the extent the same was actually paid by Tenant. Tenant acknowledges and agrees that no deficiency or lack of funds in the Imposition Reserve Fund shall relieve Tenant of its obligation to pay all Impositions as required under this Lease. Upon thirty (30) days’ prior written request of Tenant, and provided the same is permitted by the Mortgage Loan Documents, Landlord (if such funds are held by Landlord) or Mortgagee shall apply the funds in respect the Imposition Reserve Fund to payments of a period beyond Real Estate Taxes required to be made by Tenant pursuant to Section 3.1 hereof. Subject to Section 3.2 hereof, Landlord or Mortgagee may apply the term full amount of the Imposition Reserve Fund to payments of Real Estate Taxes required to be made by Tenant pursuant to Section 3.1 hereof. In making any payment relating to the Imposition Reserve Fund, Landlord or Mortgagee may do so according to any ▇▇▇▇, statement or estimate procured from the appropriate public office or provided by Tenant without inquiry into the accuracy of such ▇▇▇▇, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. Notwithstanding the foregoing, the parties hereby acknowledge and agree that Tenant shall be deemed to have satisfied the requirements set forth in this Section 3.5 to the extent Tenant shall have complied with any substantially similar Mortgagee requirements, provided that if, subject to and as permitted by the terms of this Section 3.5, Landlord’s requirements are greater than Mortgagee’s, then upon written notice and request by Landlord, Tenant shall deposit such additional amounts with Landlord so as to satisfy such greater requirements. Section 3.6 If Landlord ceases to have any interest in the Premises, Landlord shall transfer to the Person who owns or acquires such interest in the Premises from Landlord and is the transferee of this Lease, the deposits made pursuant to Section 3.5 hereof relating to the Premises covered by this Lease (the “Imposition Reserve Fund Deposits”), subject, however, to the provisions thereof. Upon such transfer of the Premises and the Imposition Reserve Fund Deposits, the transferee shall expressly accept such assignment of funds and agree to be bound hereby, and thereupon transferor and its Affiliates shall be deemed to be released from all liability with respect thereto and Tenant agrees to look to the transferee solely with respect thereto, and the provisions hereof shall apply to each successive transfer of the said Imposition Reserve Fund Deposits. (b) For purposes hereof, Section 3.7 The provisions of this Article 3 shall survive the term “Impositions” shall mean the following (whether general expiration or special, ordinary or extraordinary, foreseen or unforeseen):earlier termination of this Lease.

Impositions. (a) Tenant covenants A. Subject to the provisions of Section 9 hereof, the Borrower shall pay, before any fineor cause to be paid, penalty, interest or cost without deduction (except such discount as may be added thereto for permitted by law), defalcation or abatement, before the nonpayment thereoflast day on which the same may be paid without penalty or interest, as additional rentall real estate taxes, any ground rents, sewer rents, water charges and all Impositions other municipal and governmental assessments, fees (including, without limitation, license, permit, inspection, authorization and similar fees), taxes, rates, charges, impositions, levies, liabilities, obligations, special assessments and Liens of every kind and nature (hereinafter collectively referred to as defined belowthe "Impositions") that now or hereafter may be imposed, suffered, placed, assessed, levied or filed at any time prior totime, during, or in respect of, the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance theretoBorrower, (ii) Landlord’s reversionary the Borrower's interest in the PremisesMortgaged Property, (iii) any personal property located at the Mortgaged Property or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby)therefrom or any estate, and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest therein, (iv) any occupancy, leasing, operation, use or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below)possession of, unless such taxes are imposed sales from, or levied upon or assessed as a total or partial substitute foractivity conducted on, or in lieu ofconnection with, the Mortgaged Property and/or (v) the Lender, but only to the extent that any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord is imposed upon the sale or disposition by it Lender as a result of the Premises; (ii) income taxes assessed against LandlordLoan transaction, or which by any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, if at any time during Legal Requirement may have priority over 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, indebtedness secured either in whole lien or in part, upon such Rents, distribution out of the Premises proceeds of any judicial sale of the Mortgaged Property (including but not limited without regard to the acquisition, leasing, use, any law heretofore or value thereof) or the present or any future Improvements on the Premises or the construction thereof and/or measured hereafter enacted imposing payment in whole or in part by Landlord’s income from upon the PremisesLender). Furthermore, then all if any such taxesImposition is of record, assessments, levies and charges, or the part thereof so measured or based, same shall be deemed promptly satisfied and discharged of record and evidence of such discharge of record (satisfactory to the Lender) shall be included within forwarded to the term “Impositions” Lender on or before the date required hereunder for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting If any Imposition is not paid within the generality time hereinabove specified, the Lender shall have the right, but not the obligation, to pay the same, together with any penalty and interest thereon, and any amount so paid or advanced by the Lender and all costs and expenses reasonably incurred in connection therewith (including, without limitation, attorneys' fees and expenses and court costs), shall be a demand obligation of the foregoing provisionsBorrower to the Lender, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect permitted by applicable law, shall be added to the Loan Obligations and shall be secured by the Liens created by the Loan Documents as fully and effectively and with the same priority as every other obligation of a period beyond the term of this Lease (Borrower secured thereby and, accordinglyif not paid within ten (10) days after demand, upon shall thereafter, to the termination extent permitted by applicable law, bear interest at the Advances Rate until the date of this Lease other than on account payment. B. The Borrower hereby assigns to the Lender all rights of an Event of Default, there shall be an appropriate per-diem apportionment the Borrower now or hereafter arising in and to the refund of any Impositions actually paid Imposition and any interest thereon. If, at the time of receipt of any such refund by Tenant that are the Lender, a Loan Default or a Related Party Default has occurred, then the Lender may apply said refund in respect reduction of a period beyond the term of this Lease). (b) For purposes hereofObligations; otherwise, the term “Impositions” Lender shall mean promptly forward any such refund to the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):Borrower upon demand.

Impositions. (a) Tenant covenants to payLessee shall pay all taxes (including, before but not limited to, any gross receipts, sales, 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 payable by Lessee in lieu thereof), assessments (special or otherwise), transit taxes, county taxes, excises, levies, imposts, duties, vault and other license, rent and permit fees and other municipal and governmental impositions, charges and withholdings, general and special, ordinary and extraordinary, unforeseen and of any kind and nature whatsoever, together with any penalty, fine, penaltyaddition to tax and interest thereon (herein sometimes collectively referred to as "IMPOSITIONS" and any of the same as an "IMPOSITION"), interest or cost may be added thereto for the nonpayment thereof, as additional rent, any and all Impositions (as defined below) that which at any time prior to, during, or in respect of, during the term of this Lease may have been or Term may be assessed, levied, confirmed, charged, laid, imposed upon or with respect toupon, or grow or become due or and payable out of or in respect of, or become a lien on, Lien on (i) the Premises Freezer Land or any part thereof or any appurtenance theretothereof, (ii) Landlord’s reversionary interest in any appurtenance to the PremisesFreezer Land, (iii) the construction, financing, ownership, operation, use, condition, maintenance, repair, leasing, or subleasing of the Freezer Land or any portion thereof, (iv) the Freezer Improvements, (v) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the PremisesFreezer Land, (vi) such franchises as may be appurtenant to the use any rent or occupation other income received by Lessee from subtenants, licensees or other users or occupants of the Premises, Freezer Land or any part thereof or (vii) this Lease any occupancy, use or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any possession of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed Freezer Property or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlordpart thereof, or any capital levystreets, corporation franchisesidewalks, excess profitsalleys or vaults, estate or inheritance of Landlord; any part thereof, adjoining the Freezer Land, or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxesactivity conducted thereon or sales or rentals therefrom. In addition, if at any time during the term of this Lease, the method of taxation Such payments shall be such that there shall be levied, assessed or imposed on Landlord a capital levy, gross receipts or other tax made by Lessee 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 acquisitionapplicable authority and before any fine, leasingpenalty, useinterest, cost or value thereofimposition 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 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 PremisesAgent, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect proof of the payment of Impositions. Tenant shall furnish to Landlordany Imposition which is payable by Lessee and, promptly after payment upon written demand of any Impositionseither Lessor or Agent, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (filing of all returns and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable other materials required in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease)therewith. (b) For purposes hereofIf, under Applicable Laws, any Imposition payable by Lessee hereunder may be paid in installments, Lessee may pay the term “Impositions” same in installments and in such event shall mean pay each such installment as may become due before the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):date when such installment would become

Impositions. (a) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereofTransAct shall pay and discharge, as additional rentsoon as the same shall become due and payable, any all real property taxes, special or general, ordinary or extraordinary, assessments, water and all Impositions (as defined below) that at any time prior tosewer rents, duringcharges for public utilities, or in respect ofexcises, the term of this Lease may have been or may levies, license and permit fees, and other governmental charges which shall be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or and payable out of or in respect of, or become a lien on, (i) upon the Premises Leased Property or any part thereof thereof, including any building and improvements which may hereafter be placed or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation oferected thereon, or activity conducted at, on the Premises, (vi) such franchises as may be appurtenant to the use sidewalks or occupation streets in front of the Premisessame by any federal, state, municipal or other governmental or public authority under existing law or practice, or under any future law or practice (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby)all such real property taxes, and/or (viii) any document assessments, rents, rates, excises, levies and charges being hereinafter referred to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of as “Impositions” set forth in Section 6(b) below”). If, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, if at any time during the term of this Lease, the present method of taxation shall be such changed so that there the whole or any part of the said Impositions shall be leviedtransferred to the rentals received from the said real estate, assessed or imposed TransAct covenants and agrees to pay such Impositions, whether levied 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, said real estate 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 against said rentals in whole or in part by Landlord’s part, it being the intent of the parties that TransAct shall pay the Impositions assessed, levied or imposed upon the Leased Property, as above expressed, but not inheritance, estate, succession, transfer, gift, franchise, corporation, income from the Premises, then all such taxes, assessments, levies and charges, or the part thereof so measured profit taxes or based, shall be deemed to be included within the term “Impositions” for the purposes hereofan equivalent, and Tenant shall pay TransAct agrees to protect and discharge the same as herein provided in respect of the payment of save B▇▇▇▇ harmless against any such Impositions. Tenant shall furnish to Landlord, promptly after payment of If any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall assessments may be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable paid in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; providedinstallments, however, that Tenant TransAct shall not be responsible for any Impositions required to the extent that they are in respect of a period beyond pay only such installments as become due and payable during the term of this Lease (andand at the time each such installment becomes due and payable. Upon B▇▇▇▇’s written request, accordingly, upon the copies of all receipted tax and similar bills paid by TransAct shall be sent promptly to Bomax. Impositions for periods during which this Lease terminates shall be apportioned as of termination of this the Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease)Term. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. (a) Tenant covenants and agrees to pay, during the Term, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rentall real estate taxes, any special assessments, utility bills referred to in Para▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇hting, excise levies, licenses, permits, inspection fees, other governmental charges; and all Impositions other charges or burdens of whatsoever kind and nature (as defined below) including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Premises are subject incurred in the use, occupancy, operation, leasing or possession of the Premises (excluding any income taxes on the Fixed Rent imposed on Landlord, it being the intent of the parties hereto that any tax on the net income derived from the Fixed Rent payable in respect to the Premises imposed by any governmental authority shall be paid by Landlord), without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen, which at any time prior to, during, or in respect of, during the term of this Lease may have been or Term may be payable. Tenant shall pay all special (or similar) assessments or installments thereof (including interest thereon) for public improvements or benefits which, during the Term shall be laid, assessed, levied, confirmed, levied or imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) upon the Premises and which are payable during the Term, or any part thereof portion thereof; provided, however, that if by law any special assessment is payable or, at the option of the party obligated to make such payment, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any appurtenance theretointerest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, (ii) Landlord’s reversionary penalty, interest in or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Premises, (iii) or any personal property located at or used in connection with portion thereof, which are due and payable during the Premises, (iv) Term. At the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation end of the PremisesTerm of the Lease, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document Tenant's obligation to which Tenant is a party creating or transferring any right, title or interest or estate pay such taxes shall be prorated in the Premises. Nothing herein contained shall require Tenant to pay any of event the following taxes (tax period and the following shall be excluded Term are not coextensive. (b) Except for any tax on the net income derived from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In additionFixed Rent, if at any time during the term of this LeaseTerm, the any method of taxation shall be such that there shall be levied, assessed or imposed on Landlord the Landlord, or on the Fixed Rent or Additional Rent, or on the Premises, or any portion thereof, a capital levy, gross receipts tax or other tax directly on the Rents rents received therefrom and/or therefrom, or a franchise tax tax, or an assessment, gross 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 based in whole or in part upon such gross Rents, Tenant, to the extent permitted by Landlord’s income from the Premiseslaw, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed covenants to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect same, it being the intention of the payment of Impositions. Tenant parties hereto that the Fixed Rent to be paid hereunder shall furnish be paid to Landlord, promptly after payment Landlord absolutely net without deduction or charge of any Impositionsnature whatsoever, official receipts foreseeable or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or specialunforeseeable, ordinary or extraordinary, foreseen or unforeseen):of any nature, kind, or description, except as otherwise expressly provided in this Lease. (c) Tenant covenants to furnish Landlord, within thirty (30) days after the date upon which any Imposition or other tax, assessment, levy or charge is payable by Tenant, official receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of the same. The certificate, advice or bill ▇▇ the appropriate official designated by law to make or issue the same or to receive payment of any Imposition may be relied upon by Landlord as sufficient evidence that such Imposition, is due and unpaid at the time of making or issuance of such certificate, advice or bill. (d) Upon the occurrence of an Event of Default and after the conclusion of any cure period following an Event of Default hereunder, Tenant shall pay to Landlord, at Landlord's written demand, the known or estimated yearly real estate taxes and assessments, payable with respect to the Premises in monthly payments equal to one-twelfth (1/12) of the known or estimated yearly real estate taxes and assessments, next payable with respect to the Premises. From time to time, after a default hereunder, Landlord may re-estimate the amount of real estate taxes and assessments, and in such event Landlord shall notify Tenant, in writing, of such re-estimate and fix future monthly installments for the remaining period prior to the next tax and assessment due date in an amount sufficient to pay the re-estimated amount over the balance of such period after giving credit for payments made by Tenant on the previous estimate. If the total monthly payments made by Tenant pursuant to this Section shall exceed the amount of payments necessary for said taxes and assessments, such excess over $1,000.00 shall be promptly paid to the Tenant and the balance shall be credited on subsequent monthly payments of the same nature. However, if the total of such monthly payments so made under this paragraph shall be insufficient to pay such taxes and assessments when due, then Tenant shall pay to Landlord such amount as may be necessary to make up the deficiency. All such deposits made by Tenant pursuant to this Paragraph 9(d) shall be deposited in a federally insured institution reasonably satisfactory to Landlord and Tenant, and all interest earned thereon shall accrue to the benefit of Tenant. Payment by Tenant of real estate taxes, assessments, under this Paragraph shall be considered as performance of such obligation under the provisions of Paragraph 9(a) hereof.

Impositions. Borrower will pay (a) Tenant covenants or will cause the applicable Subsidiary Guarantor to pay), on or before any fine, penalty, interest or cost may be added thereto for the nonpayment due date thereof, as additional rent, any and all Impositions (as defined below) that at any time prior to, during, or in respect of, the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 all such taxes, assessments, levies and levies, license fees, permit fees, dues, charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereoffines, and Tenant shall pay and discharge the same as herein provided impositions (in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen):) of every character whatsoever (including all penalties and interest thereon) now or hereafter levied, assessed, confirmed, or imposed on, or in respect of, or which might constitute a lien upon any Property, or any part thereof, or any estate, right, or interest therein, or upon the rents, issues, income, or profits thereof, (ii) all premiums on policies of insurance covering, affecting, or relating to any Property, as required pursuant to this Loan Agreement, (iii) all ground rentals, other lease rentals, and other sums, if any, owing by any Subsidiary Guarantor and becoming due under any lease or rental contract affecting any Property, and (iv) all utility charges that are incurred by any Subsidiary Guarantor for the benefit of each Property or which might become a charge or lien against any Property, for gas, electricity, water, sewer services, and the like furnished to such Property, and all other public or private assessments or charges of a similar nature affecting each Property or any portion thereof, whether or not the nonpayment of same might result in a lien thereon (collectively, “Impositions”). Borrower shall submit (or shall cause the applicable Subsidiary Guarantor to submit) to Lender such evidence of the due and punctual payment of all such premiums, rentals, charges, and other sums as Lender might require and shall submit to Lender such evidence of the due and punctual payment of all such taxes, assessments, and other fees and charges as Lender might require. Borrower shall have the right, before any such tax, assessment, fee, or charges become delinquent, to contest or object to the amount or validity of any such tax, assessment, fee, or charge by appropriate legal proceedings, provided that said right shall not be deemed or construed in any way as relieving, modifying, or extending Borrower’s covenant to pay any such tax, assessment, fee, or charge at the time and in the manner provided herein unless (i) Borrower has given prior written notice to L▇▇▇▇▇ of B▇▇▇▇▇▇▇’s intent to so contest or object,

Impositions. Section 6.01. Tenant shall pay all Impositions (aas defined in Section 6.02 herein) Tenant covenants attributable to paythe Term (and Renewal Term(s), as applicable), as additional rent hereunder before any fine, penalty, interest or cost may be added thereto for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the nonpayment thereof, as additional rent, any and payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment (as defined belowincluding without limitation all assessments for public improvements or benefits) that at any time prior toin installments, duringand in such event, or Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in respect ofthe case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “"Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 " means all such taxes, assessments, levies and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water and sewer rents, rates and charges, vault taxes, excises, levies, license fees, permit fees, inspection fees and other authorization fees and other charges or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment other costs of any Impositionsnature whatsoever, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (each case whether general or special, ordinary or extraordinary, foreseen or unforeseen):, of every character (including all interest and penalties thereon unless attributable to the acts of Landlord), which at any time during or in respect of the Term may be assessed against, levied upon, confirmed or imposed on, or in respect of or to be a lien upon (i) the Premises or any part thereof, or any estate, right or interest therein, (ii) occupancy, use or possession of or activity conducted on the Premises or any part thereof, (iii) any Rental or other sum reserved or payable by Tenant hereunder, or (iv) this Lease, or Landlord in respect of this Lease or the Premises. Impositions shall not include Landlord's income, succession or other taxes personal to Landlord and not applicable to the Land or Building, or any recordation or other similar charges.

Impositions. (a) A. Tenant covenants and agrees to paypay during the term of this Lease, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rentall impositions described herein that accrue on or after the Commencement Date, which include without limitation, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for future sewer or water capacity increases, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all Impositions other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject), incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as defined below) that Impositions"), which at any time prior to, during, or in respect of, during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect ofupon, or become a lien onon the Demised Premises, (i) the Premises or any part thereof portion thereof, or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premisesrents or income therefrom, (iii) any personal property located at and such easements or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises rights as may now or hereafter be appurtenant or appertain to the use or occupation of the Demised Premises. B. If, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, if at any time during the term of this Lease, the any method of taxation shall be such that there shall be levied, assessed or imposed on Landlord Landlord, or on the Basic Rent or Additional Rent, or on the Demised Premises or on the value of the Demised Premises, or any portion thereof, a capital levy, sales or use tax, gross receipts tax or other tax directly on the Rents rents received therefrom and/or therefrom, or a franchise tax tax, or an assessment, levy or charge measured by or basedbased in whole or in part upon such rents or value, Tenant covenants to pay and discharge the same, it being the intention of the parties hereto that the rent to be paid hereunder shall be paid to Landlord absolutely net without deduction or charge of any nature whatsoever foreseeable or unforeseeable, ordinary or extraordinary, or of any nature, kind or description, except as in this Lease otherwise expressly provided. Nothing in this Lease contained shall require Tenant to pay any municipal, state or federal net income or excess profits taxes assessed against Landlord, or any municipal, state or federal capital levy, estate succession, inheritance or transfer taxes of Landlord, or corporation franchise taxes imposed upon any corporate owner of the fee of the Demised Premises. C. Tenant covenants to furnish Landlord, within 30 days after the date upon which any Imposition or other tax assessment, levy or charge is payable by Tenant, official receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of the same. The certificate, advice or ▇▇▇▇ of the appropriate official designated by law to make or issue the same or to receive payment of any Imposition or other tax, assessment, levy or charge may be relied upon by Landlord as sufficient evidence that such Imposition or other tax, assessment, levy or charge is due and unpaid at the time of the making or issuance of such certificate, advice or ▇▇▇▇, unless Tenant provides Landlord with evidence to the contrary. D. At Landlord's written demand after any Event of Default (as defined in Section 20 hereinafter) and for as long as such Event of Default is uncured, or upon the request of any Mortgagee of the Demised Premises, (but only after an Event of Default and for as long as such Event of Default is uncured) Tenant shall pay to Landlord the known or estimated yearly real estate taxes and assessments payable with respect to the Demised Premises in monthly payments equal to one-twelfth of the known or estimated yearly real estate taxes and assessments next payable with respect to the Demised Premises. From time to time Landlord may re-estimate the amount of real estate taxes and assessments, and in such event Landlord shall notify Tenant, in writing, of such re-estimate and fix future monthly installments for the remaining period prior to the next tax and assessment due date in an amount sufficient to pay the re-estimated amount over the balance of such period after giving credit for payments made by Tenant on the previous estimate. If the total monthly payments made by Tenant pursuant to this Paragraph 16D shall exceed the amount of payments necessary for said taxes and assessments, such excess shall be credited on subsequent monthly payments of the same nature; but if the total of such monthly payments so made under this paragraph shall be insufficient to pay such taxes and assessments when due, then Tenant shall pay to Landlord such amount as may be necessary to make up the deficiency. E. Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, upon such Rentsof any Imposition by appropriate proceedings diligently conducted in good faith, but only after Tenant provides Landlord or the Premises (including but not limited to the acquisition, leasing, useMortgagee reasonable security, 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 all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing makes payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 16A hereof Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, and (b) Tenant is not then in Material Breach of this Lease. Without limiting Upon the generality termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines and other liability in connection therewith, and upon such payment Landlord shall return all amounts or certificates deposited with it with respect to the contest of such Imposition, as aforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the foregoing provisionsfunds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 16E unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same ________ brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require. Landlord shall not ultimately be subject to any liability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. Tenant agrees to pay all such fees (including reasonable attorney's fees), costs and expenses or, on demand, to make reimbursement to Landlord for such payment. If Landlord is provided a certificate of deposit or other interest bearing instrument as security for the payment of the contested Imposition, during the time when any such certificate of deposit or other interest bearing instrument is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of Impositions, as above provided, Tenant shall be responsible for (and shall timely pay) any and entitled to receive all transfer taxesinterest paid thereon, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated herebyif any. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant Cash deposits shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease)bear interest. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. Borrower will pay (a) Tenant covenants or will cause the applicable Subsidiary Guarantor to pay), on or before any fine, penalty, interest or cost may be added thereto for the nonpayment due date thereof, as additional rent, any and all Impositions (as defined below) that at any time prior to, during, or in respect of, the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 all such taxes, assessments, levies and levies, license fees, permit fees, dues, charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereoffines, and Tenant shall pay and discharge the same as herein provided impositions (in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease). (b) For purposes hereof, the term “Impositions” shall mean the following (each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen):) of every character whatsoever (including all penalties and interest thereon) now or hereafter levied, assessed, confirmed, or imposed on, or in respect of, or which might constitute a lien upon any Property, or any part thereof, or any estate, right, or interest therein, or upon the rents, issues, income, or profits thereof, (ii) all premiums on policies of insurance covering, affecting, or relating to any Property, as required pursuant to this Loan Agreement, (iii) all ground rentals, other lease rentals, and other sums, if any, owing by any Subsidiary Guarantor and becoming due under any lease or rental contract affecting any Property, and (iv) all utility charges that are incurred by any Subsidiary Guarantor for the benefit of each Property or which might become a charge or lien against any Property, for gas, electricity, water, sewer services, and the like furnished to such Property, and all other public or private assessments or charges of a similar nature affecting each Property or any portion thereof, whether or not the nonpayment of same might result in a lien thereon (collectively, “Impositions”). Borrower shall submit (or shall cause the applicable Subsidiary Guarantor to submit) to Lender such evidence of the due and punctual payment of all such premiums, rentals, charges, and other sums as Lender might require and shall submit to Lender such evidence of the due and punctual payment of all such taxes, assessments, and other fees and charges as Lender might require. Borrower shall have the right, before any such tax, assessment, fee, or charges become delinquent, to contest or object to the amount or validity of any such tax, assessment, fee, or charge by appropriate legal proceedings, provided that said right shall not be deemed or construed in any way as relieving, modifying, or extending Borrower’s covenant to pay any such tax, assessment, fee, or charge at the time and in the manner provided herein unless (i) Borrower has given prior written notice to Lender of Borrower’s intent to so contest or object, (ii) Borrower shall demonstrate to Lender’s satisfaction that the legal proceedings shall conclusively operate to prevent the sale of each Property, or any part thereof, to satisfy such tax, assessment, fee, or charge prior to final determination of such proceedings, (iii) Borrower shall furnish a good and sufficient bond or surety as requested by and satisfactory to Lender, and (iv) Borrower shall have provided a good and sufficient undertaking as might be required or permitted by law to accomplish a stay of such proceedings.

Impositions. A. Tenant shall pay (a) Tenant covenants to payexcept as hereinafter provided), before any fine, penalty, interest or cost may be added thereto thereto, or become due or be imposed by operation of law for the nonpayment thereof, as additional rentall taxes, any assessments, water and sewer rents, rates and charges, charges for public utilities, levies and all Impositions (as defined below) that other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever, which at any time prior to, during, to or in respect of, during the term of this Lease may have been or lease may be assessed, levied, confirmed, imposed upon or with respect toupon, or grow or become due or and payable out of or in respect of, or become a lien on, (i) the Premises leased premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premisesrent payable hereunder, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, leased premises (vii) this Lease all collectively hereinafter referred to as "Impositions," and each of the above being hereinafter referred to as an "Imposition"). B. If by law any Imposition may at the option of the payor be paid in installments (whether or not interest shall accrue on the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted herebyunpaid balance of such Imposition), and/or Tenant may exercise the option to pay the same (viiiand any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments as they become due and before any document fine, penalty, further interest or cost may be added thereto. Upon termination of this lease, Tenant shall forthwith prepay any installments which fall due after termination. C. Any Imposition (other than Impositions which have been converted into installment payments by Tenant as referred to in subdivision B above) relating to a fiscal period of the taxing authority, a part of which period is included within the term of this lease and a part of which is included in a period of time before or after the expiration of the term of this lease, shall (whether or not such Imposition shall be assessed, levied, confirmed, imposed upon or in respect of or become a lien upon the leased premises, or shall become payable, during the term of this lease) be adjusted between Landlord and Tenant as of the commencement or expiration of the term of this lease, so that Tenant shall pay that portion of such Imposition which that part of such fiscal period included in the period of time after the commencement and before the expiration of the term of this lease bears to such fiscal period, and Landlord shall pay the remainder thereof; the above provided, however, that the term of this lease shall not have been shortened due to Tenant's default in the performance of any of the Tenant's covenants, agreements and undertakings in this lease provided. If Tenant is in default and as a party creating or transferring any rightresult the term of this expires prior to its expiration date absent such default, title or interest or estate then there shall be no such apportionment, in which case Tenant shall pay the PremisesImposition for the entire remaining term of this lease. However, if the premises be relet Tenant's obligations for Impositions shall be apportioned only through the commencement date of the new lease. D. Nothing to the contrary herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below)municipal, unless such taxes are imposed state or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) federal income taxes assessed against Landlord, or any municipal, state or federal capital levy, corporation franchiseestate, excess profitssuccession, estate inheritance or inheritance transfer taxes of Landlord, or any corporation franchise taxes imposed upon any corporate owner of the fee of the leased premises; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In additionprovided, however, that if at any time during the term of this Lease, lease the method methods of taxation prevailing at the commencement of the term hereof shall be such that there shall be altered so as to cause the whole or any part of the taxes, assessments, levies, impositions or charges now or hereafter levied, assessed or imposed on Landlord real estate and the improvements thereon, to be levied, assessed or imposed, wholly or partially as a capital levy, gross receipts or other tax directly otherwise, on the Rents rents received therefrom and/or a therefrom, or if any tax, corporation franchise tax or an tax, assessment, levy (including but not limited to any municipal, state or charge federal levy), imposition or charge, or any part thereof, shall be measured by or based, based in whole or in part, upon such Rents, the Premises (including but not limited to value of 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 leased premises and shall be imposed upon Landlord’s income from the Premises, then all such taxes, assessments, levies and levies, impositions or charges, or the part thereof so measured or based, shall be deemed to be included within the term “"Impositions” " for the purposes hereof, to the extent that such Impositions would be payable if the leased Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. E. Landlord shall promptly forward to Tenant all tax bills received relating to the leased premises. Tenant shall will furnish to Landlord, promptly within ten (10) days after payment of the date when any ImpositionsImposition would become delinquent, official receipts of the appropriate taxing authority, or other evidence satisfactory proof to Landlord, evidencing the payment thereof. However, failure to furnish same shall not be deemed a default unless Tenant fails to comply with this requirement within 15 days after written request by Landlord. F. Tenant shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith but only after payment of such Imposition, unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event Tenant may postpone or defer payment of such Imposition if (1) neither the leased premises nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost, and (2) Tenant shall have deposited with Landlord the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that might be assessed against or become a charge on the leased premises or any part thereof in and/or during the course of such proceedings, and (3) Landlord shall not be in danger of being subjected to criminal liability or penalty by reason of such postponement. G. Upon the termination of any such proceedings (which shall include any appeals from and petitions for review of any orders, decrees or judgments deemed by Tenant to be adverse or unfavorable, Tenant shall pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith, and, upon such payment, Landlord shall return, without interest, any amount deposited with it with respect to such Imposition as aforesaid, or, at the written request of Tenant, Landlord shall make available to Tenant, upon such reasonable conditions as Landlord may prescribe, the amount of such deposit for the making of such payment as aforesaid. Without limiting If, at any time during the generality continuance of such proceedings, Landlord shall reasonably deem the amount deposited as aforesaid insufficient, Tenant shall, upon demand, make an additional deposit of such sum as Landlord reasonably may request, and upon failure of Tenant so to do, the amount previously deposited may be applied by Landlord (unless such application would prejudice or otherwise adversely affect Tenant's rights in such proceedings, including any rights to appeal or to seek petitions for the review of any adverse order, decree or judgment issued in such proceedings) to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be returned to Tenant. H. Tenant, at Tenant's sole cost and expense, shall have a right to seek a reduction in the valuation of the foregoing provisionsleased premises as assessed for tax purposes and to prosecute any action or proceeding which may be appropriate for seeking or obtaining such reduction. To the extent to which any tax refund payable as a result of any proceeding which Tenant may institute, or payable by reason of compromise or settlement of any such proceeding, may be based upon, a payment made by Tenant and shall not relate to a period as to which apportionment thereof has been made with Landlord, Tenant shall be responsible authorized to collect the same, subject to Tenant's obligation to reimburse Landlord forthwith for any expenses and fees incurred by Landlord in connection therewith. Landlord may (and but shall timely paynot be obligated to) at its own expense, if it shall so desire, endeavor at any and all transfer taxestime or times to obtain a reduction of the assessed valuation upon the leased premises or any part thereof for the purpose of reducing taxes thereon, documentary stamp taxes and similar taxes payable and, in such event, Tenant will cooperate in effecting such a reduction. I. Landlord shall not be required to join in any proceedings referred to in paragraphs F or H hereof unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by and/or in the name of Landlord or any owner of the leased premises, in which event Landlord shall join in such proceedings or permit the same to be brought in its name, in which event Tenant shall reimburse Landlord for its costs (including attorney's fees) incurred in connection with any such proceeding. Landlord shall not ultimately be subjected to any liability for the execution payment of any costs or expenses in connection with any such proceedings, and Tenant will indemnify and save harmless Landlord from any such costs and expenses. Except as otherwise provided in this lease, Tenant shall be entitled to any refund of any Imposition and penalties or interest thereon received by Landlord which have been paid by Tenant, or which have been paid by Landlord but previously reimbursed in full by Tenant. J. The certificate, advice, or ▇▇▇▇ of the appropriate official designated by law to make or issue the same or to receive payment of any Imposition, certifying nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or ▇▇▇▇. K. Landlord appoints Tenant the attorney-in-fact of Landlord for the purpose of making all payments to be made by Tenant pursuant to any of the provisions of this Lease and lease to persons or entities other than Landlord. In case any person or entity to whom any sum is directly payable by Tenant under any of the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination provisions of this Lease; providedlease shall refuse to accept payment of such sum from Tenant, however, that Tenant shall not be responsible for any Impositions thereupon give written notice of such fact to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there Landlord and shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease)pay such sum directly to Landlord who shall thereupon pay such sum to such person or entity. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. Tenant shall, within thirty (a30) days after notice from Landlord, pay to Landlord Tenant's Pro Rata Share of all real estate taxes, sales taxes, assessments, water and sewer rates, rents or charges, use or occupancy taxes, vault charges, license or permit fees and any other governmental levies or charges, general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind and nature whatsoever (said taxes, assessments, water and sewer rates or charges, vault charges, license or permit fees and other governmental levies or charges being hereinafter referred to as "IMPOSITION"), which are assessed, levied, confirmed, imposed or become a lien upon the Land and Building or become payable, during the term of this Lease; provided, however, that, if by law any such Imposition is payable or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant covenants to pay, may pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and shall pay only such installments as may become due during the term of this Lease as the same respectively become due and before any fine, penalty, interest or cost may be added thereto for the nonpayment thereofnon-payment of any such installment and interest; and provided further, as additional rent, that any and all Impositions (as defined below) that at any time prior to, during, or in respect of, Imposition relating to a fiscal period which is included within the term of this Lease may have been and a part of which is included in a period of time after the expiration of the term of this Lease, other than a termination of this Lease pursuant to ARTICLE 17 shall (whether or may not such Imposition shall be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) upon the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Demised Premises, (iii) any personal property located at or used in connection with the Premisesshall become payable, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, 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 adjusted between 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 all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment expiration of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease), so that Tenant shall pay that portion of such Imposition which that part of such fiscal period included in the period of time after the expiration of this Lease bears to such fiscal period and Landlord shall pay the remainder thereof. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. (a) A. Tenant covenants and agrees to paypay during the term of this Lease, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rentall impositions described herein that accrue on or after the Commencement Date, which include without limitation, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for future sewer or water capacity increases, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all Impositions other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are subject), incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as defined below) that Impositions"), which at any time prior to, during, or in respect of, during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect ofupon, or become a lien onon the Demised Premises, (i) the Premises or any part thereof portion thereof, or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premisesrents or income therefrom, (iii) any personal property located at and such easements or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises rights as may now or hereafter be appurtenant or appertain to the use or occupation of the Demised Premises. B. If, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, if at any time during the term of this Lease, the any method of taxation shall be such that there shall be levied, assessed or imposed on Landlord Landlord, or on the Basic Rent or Additional Rent, or on the Demised Premises or on the value of the Demised Premises, or any portion thereof, a capital levy, sales or use tax, gross receipts tax or other tax directly on the Rents rents received therefrom and/or therefrom, or a franchise tax tax, or an assessment, levy or charge measured by or basedbased in whole or in part upon such rents or value, Tenant covenants to pay and discharge the same, it being the intention of the parties hereto that the rent to be paid hereunder shall be paid to Landlord absolutely net without deduction or charge of any nature whatsoever foreseeable or unforeseeable, ordinary or extraordinary, or of any nature, kind or description, except as in this Lease otherwise expressly provided. Nothing in this Lease contained shall require Tenant to pay any municipal, state or federal net income or excess profits taxes assessed against Landlord, or any municipal, state or federal capital levy, estate succession, inheritance or transfer taxes of Landlord, or corporation franchise taxes imposed upon any corporate owner of the fee of the Demised Premises. C. Tenant covenants to furnish Landlord, within 30 days after the date upon which any Imposition or other tax assessment, levy or charge is payable by Tenant, official receipts of the appropriate taxing authority, or other appropriate proof satisfactory to Landlord, evidencing the payment of the same. The certificate, advice or bill of the appropriate official designated by law to make or issue ▇▇▇ same or to receive payment of any Imposition or other tax, assessment, levy or charge may be relied upon by Landlord as sufficient evidence that such Imposition or other tax, assessment, levy or charge is due and unpaid at the time of the making or issuance of such certificate, advice or bill, unless Tenant provides Landlord with evidence to the contrary. D. At Landlord's written demand after any Event of Default (as defined in Section 20 hereinafter) and for as long as such Event of Default is uncured, or upon the request of any Mortgagee of the Demised Premises, (but only after an Event of Default and for as long as such Event of Default is uncured) Tenant shall pay to Landlord the known or estimated yearly real estate taxes and assessments payable with respect to the Demised Premises in monthly payments equal to one-twelfth of the known or estimated yearly real estate taxes and assessments next payable with respect to the Demised Premises. From time to time Landlord may re-estimate the amount of real estate taxes and assessments, and in such event Landlord shall notify Tenant, in writing, of such re-estimate and fix future monthly installments for the remaining period prior to the next tax and assessment due date in an amount sufficient to pay the re-estimated amount over the balance of such period after giving credit for payments made by Tenant on the previous estimate. If the total monthly payments made by Tenant pursuant to this Paragraph 16D shall exceed the amount of payments necessary for said taxes and assessments, such excess shall be credited on subsequent monthly payments of the same nature; but if the total of such monthly payments so made under this paragraph shall be insufficient to pay such taxes and assessments when due, then Tenant shall pay to Landlord such amount as may be necessary to make up the deficiency. E. Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, upon such Rentsof any Imposition by appropriate proceedings diligently conducted in good faith, but only after Tenant provides Landlord or the Premises (including but not limited to the acquisition, leasing, useMortgagee reasonable security, 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 all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing makes payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 16A hereof Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, and (b) Tenant is not then in Material Breach of this Lease. Without limiting Upon the generality termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines and other liability in connection therewith, and upon such payment Landlord shall return all amounts or certificates deposited with it with respect to the contest of such Imposition, as aforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the foregoing provisionsfunds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 16E unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same ________ brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require. Landlord shall not ultimately be subject to any liability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. Tenant agrees to pay all such fees (including reasonable attorney's fees), costs and expenses or, on demand, to make reimbursement to Landlord for such payment. If Landlord is provided a certificate of deposit or other interest bearing instrument as security for the payment of the contested Imposition, during the time when any such certificate of deposit or other interest bearing instrument is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of Impositions, as above provided, Tenant shall be responsible for (and shall timely pay) any and entitled to receive all transfer taxesinterest paid thereon, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated herebyif any. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant Cash deposits shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease)bear interest. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):

Impositions. 5.1 The Mortgagor will pay or cause to be paid as and when due and payable, and before they become delinquent, all Impositions (aas such term is defined in subsection 5.4.4 hereof) Tenant covenants levied upon the Mortgaged Property, or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to payMortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, 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 thereof), the Mortgagor may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto for the nonpayment thereof, as additional rent, any and all Impositions thereto; provided that no Event of Default (as defined belowin Section 12 hereof) shall then exist under this Mortgage and that at payment in installments would not create or cause to be created any time prior to, during, or in respect of, Lien on the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Mortgaged Premises or any part portion thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may which could be appurtenant levied upon prior to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant failure to pay a then due installment. 5.2 The Mortgagor will pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below)including, unless such taxes are imposed or levied upon or assessed as a total or partial substitute forwithout limitation, or in lieu ofstamp taxes, any other Imposition required to be paid by Tenant pursuant to this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: but excluding (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (iia) income taxes assessed against Landlord, by the United States government or the State of New Jersey or any capital levyother State or any political subdivision of any of them, corporation (b) franchise, excess profits, estate or inheritance similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of Landlord; the Holders, their successors or (iii) any interest and penalties for late payment assigns, by reason of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, if at any time during the term holding of this LeaseMortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the method certificate, advice or ▇▇▇▇ of taxation the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or ▇▇▇▇ indicates the nonpayment of such Imposition, shall be prima facie evidence that such that there Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or ▇▇▇▇. 5.4 The Mortgagor shall be leviedhave the right, assessed at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount 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 basedvalidity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such Rentspayment, the Premises Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including but not limited appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the acquisitionsame as the Mortgagee may reasonably request. If, leasingat any time during the continuance of such proceeding, usethe Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or value may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to 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 all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect Mortgagee of the payment of Impositionsall real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Tenant Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall furnish for all other Impositions deliver to Landlordthe Mortgagee quarterly an Officer's Certificate that, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment to the best knowledge of such Imposition. Without limiting officer, all such Impositions have been paid and that, to the generality best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution first paragraph of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease)subsection 5. (b) For purposes hereof, the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):