Common use of Impositions Clause in Contracts

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Improvements Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only (a) Promptly following each payment by Tenant of Impositions in accordance with this Lease, except to the exceptions listed in subparagraph 5.(dextent (with respect to any Tenant Option Property) belowthat Tenant is making such payments as part of Installment Expenses pursuant to Section 4.4 rather than making such payments directly, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI Tenant shall furnish BNPLC with to Landlord copies of official receipts showing payment or other proof reasonably satisfactory to Landlord evidencing such payment. For the avoidance of all doubt, Tenant’s obligation to pay Impositions prior (whether such payments are made directly to the applicable delinquency taxing authorities or, following the Partial Property Termination Date with respect to any Tenant Option Property, as part of Installment Expenses pursuant to Section 4.4) shall be absolutely fixed upon the date thereforsuch Impositions become a lien upon the Demised Premises or any part thereof during the Term, subject to the proviso in the immediately succeeding sentence and Section 4.2. Notwithstanding Tenant shall also be responsible for all Impositions which, on the foregoingCommencement Date, NAI may in good faith, by appropriate proceedings, contest are liens upon the validity, applicability Demised Premises or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finalpart thereof; provided, however, in any event each such contest that notwithstanding anything to the contrary herein, Landlord shall be concluded and the contested responsible for all Impositions must be paid by NAI attributable to any period occurring prior to the earlier of (iCommencement Date pursuant to Section 4.1(f) below. If any Imposition may, at the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because option of the nonpayment thereof taxpayer, lawfully be paid in installments, whether or (ii) not interest shall accrue on the date any writ or order is issued under which any property owned or leased by BNPLC (including unpaid balance of such Imposition, Tenant may pay the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereofsame, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. (b) During the Term, Landlord shall prepare and file or cause to be prepared and filed all tax returns and reports as may be required by NAI Legal Requirements with respect to Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant, Tenant’s Parent and/or Lease Guarantor shall prepare and file all tax returns and reports that are required to be filed pursuant to Paragraph 1(A)(2any Legal Requirements with respect to or relating to the Demised Premises, Tenant’s Property and the respective other assets, properties and business operations of Tenant (other than any such amounts that are described in the exclusions set forth in Section 4.3). (c) Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant shall be paid over to and may be retained by Tenant, net of all of Landlord’s Cost and Expenses incurred in connection with assisting Tenant in obtaining such refund (to the extent Tenant requested such assistance). (d) Each of Landlord and Tenant shall, upon the written request of the Purchase Agreementother Party, in provide such data as may be maintained by the case of a purchase by an Applicable Purchaser) equal Party to whom such request is made with respect to the Break Even Price.Demised Premises as may be necessary to prepare any required tax returns and/or reports. If any portion of any Demised Premises shall be classified as personal property for tax purposes, then Tenant shall file all personal property tax returns in such jurisdictions where the same must legally be filed. Each of Landlord and Tenant shall, to the extent such Party possesses the same, provide to the other Party, promptly following such Party’s written request, such cost and depreciation records necessary for filing tax returns for any property so classified as personal

Impositions. Subject only to Section 9 hereof relating to contests, Lessee will pay all Impositions on or before the exceptions listed in subparagraph 5.(d) belowdue date thereof, NAI shall pay and will furnish to Lessor for inspection within 30 days after written request by Lessor, official receipts of the appropriate taxing authority or cause other proof satisfactory to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Lessor evidencing such payment of Impositions. If requested by BNPLC law any Imposition may be paid in installments, Lessee shall be entitled to pay in those installments as they become due from time to time; and any Imposition relating to any tax, NAI accounting or other fiscal period of the taxing authority, part of which is included within the term of this Lease and a part of which extends beyond such term shall furnish BNPLC with receipts showing payment be apportioned between Lessor and Lessee as of all Impositions prior the expiration of the term of this Lease; provided, however, that Lessor shall be permitted to offset any amounts which it would otherwise be required to pay to Lessee as a result of such apportionment against any Basic Rent and/or Additional Rent which is due and owing to Lessor as of the applicable delinquency date thereforof such apportionment. Notwithstanding the foregoing, NAI in the event a notice of Imposition is delivered to Lessor but not to Lessee, Lessor shall promptly forward such notice to Lessee so that Lessee may pay such Imposition in good faitha timely manner as provided herein, by appropriate proceedingsIf Lessor receives such a notice of Imposition more than 15 Business Days prior to the due date thereof and fails to deliver such notice to Lessee on or before the fifth Business Day prior to the due date thereof, contest and as a result of such failure, Lessee is unable to pay such Imposition in a timely fashion, Lessee shall be permitted to offset against the validitynext succeeding installments of Quarterly Rent any interest, applicability penalties, fines or amount other costs which it is required to pay as a result of any asserted the late payment of the Imposition, and pending such contest NAI The provisions of the preceding sentence shall not be deemed applicable in the event Lessee receives notice of such Imposition from a source other than Lessor or its constituent venturers prior to the due date thereof. Lessee shall not be in default under hereunder for failure to pay any of impositions on or before the provisions of this Improvements Lease because of due date thereof if Lessee did not receive notice thereof at least five Business Days prior to the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finaldue date thereof; provided, however, that in any event each such contest event, Lessee shall be concluded and required to pay such Imposition within ten Business Days following receipt of such notice (unless such Imposition is being properly contested in accordance with the contested Impositions must be paid by NAI prior provisions of Section 9 hereof). Lessor agrees to cooperate (at Lessee's expense) with Lessee in Lessee's efforts to minimize impositions with respect to the earlier Property, including the filing of (i) exemptions and other actions, so long as Lessor believes that such efforts are reasonable under the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directorscircumstances. Lessor shall, officers or employees because at the request of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Lessee, forward to Lessee copies of all relevant documentation (including copies of returns) in Lessor's possession, or the possession of Lessor's agents, representatives or constituent joint venturers, relating to Impositions on the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only 14.01 Grantor and Grantee acknowledge and agree that it is their mutual objective and intent to (i) minimize, to the exceptions listed in subparagraph 5.(d) belowextent feasible, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property administrative expenses associated with and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC the aggregate Impositions payable with receipts showing payment of all Impositions prior respect to the applicable delinquency date therefor. Notwithstanding Grantor System and the foregoing, NAI may Grantee Fibers and (ii) share such Impositions according to their respective interests in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted ImpositionGrantor System and the Grantee Fibers, and pending that they will cooperate with each other and coordinate their mutual efforts to achieve such contest NAI shall not be deemed objectives in default under any of accordance with the provisions of this Improvements Lease because Article. 14.02 Grantor shall be responsible for and shall timely pay any and all Impositions with respect to the construction or operation of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Grantor System which Impositions must be paid by NAI are imposed or assessed prior to the earlier Acceptance Date of a Segment. Notwithstanding the foregoing obligations, Grantor shall have the right to challenge any such Impositions so long as the challenge of such Impositions does not materially adversely affect the rights to be delivered to Grantee pursuant hereto. 14.03 Following the Acceptance Date for each Grantor System and except with respect to Impositions constituting ad valorem property taxes levied against the Grantee Fibers (which are addressed in Section 14.04 below), Grantor shall timely pay any and all Impositions imposed upon or with respect to each Grantor System to the extent such Impositions have not been or may not feasibly be separately assessed or imposed upon or against the respective interests of Grantor and Grantee in such Grantor System. Upon receipt of a notice of any such Imposition, Grantor shall promptly notify Grantee of such Imposition and Grantee shall pay or reimburse Grantor for its proportionate share of such Imposition, which share shall be determined (i) to the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directorsextent possible, officers or employees because based upon the manner and methodology used by the particular Governmental Authority imposing such Imposition (e.g., on the cost of the nonpayment thereof relative property interests, historic or projected revenue derived therefrom, or any combination thereof); or (ii) if the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may same cannot be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because so determined, then based upon Grantee's proportionate share of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest total fiber count in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) affected portion of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even PriceGrantor System.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.payments

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Improvements Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5.(e) below, NAI SGC shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI SGC shall furnish BNPLC with receipts showing payment of all Impositions at least ten days prior to the applicable delinquency default date therefor. Notwithstanding the foregoing, NAI SGC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI SGC shall not be deemed in default under any of the provisions of this Improvements Lease hereunder because of the Imposition if (1) NAI SGC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI SGC promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI SGC prior to the earlier of (i) the date that any criminal prosecution action is instituted or overtly threatened or instituted against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI SGC or an Affiliate of NAI SGC or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a net price to BNPLC (when taken together with any additional payments made by NAI SGC pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to Stipulated Loss Value, or (iv) any date upon which the Break Even PriceConstruction Management Agreement or this Lease or SGC's Initial Remarketing Rights and Obligations may be terminated because of or following any Issue 97-10 Election.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI FCI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI FCI shall furnish BNPLC with receipts showing payment of all Impositions at least ten days prior to the applicable delinquency default date therefor. Notwithstanding the foregoing, NAI FCI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI FCI shall not be deemed in default under any of the provisions of this Improvements Lease hereunder because of the Imposition if (1) NAI FCI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI FCI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI FCI prior to the earlier of (i) the date that any criminal prosecution action is instituted or overtly threatened or instituted against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI FCI or an Affiliate of NAI FCI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a net price to BNPLC (when taken together with any additional payments made by NAI FCI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to Stipulated Loss Value, or (iv) any date upon which the Break Even PriceConstruction Management Agreement or this Lease or FCI's Initial Remarketing Rights and Obligations may be terminated because of or following any Issue 97-10 Election.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) belowTenant shall reimburse Landlord for (or, NAI shall if requested by Landlord, will pay or cause to be paid prior to delinquency delinquency) all sales, excise, ad valorem taxes assessed against the Property valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes, levies, fees, charges, surcharges, assessments or penalties which arise out of or are attributable to this Lease or which are imposed upon Landlord or the Leased Property because of the ownership, leasing, occupancy, sale or operation of the Leased Property, or any part thereof, or relating to or required to be paid by the terms of any of the Permitted Encumbrances, excluding only Prohibited Encumbrances and Excluded Taxes (collectively, all such taxes, levies, fees, charges, surcharges, assessments or penalties, other than Prohibited Encumbrances and Excluded Taxes, are herein called the "Impositions"). If requested by BNPLC from time Landlord requires Tenant to timepay any Impositions directly to the applicable taxing authority or other party entitled to collect the same, NAI Tenant shall furnish BNPLC Landlord with receipts showing payment of all such Impositions and other amounts prior to the applicable delinquency date therefordelinquency. Notwithstanding the foregoing, NAI Tenant may in good faith, faith by appropriate proceedings, proceedings contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI Tenant shall not be deemed in default under any of the provisions of this Improvements Lease subparagraph (or subparagraphs 8.(t) or 8.(u)) because of the contested Imposition if (1) NAI within sixty (60) days after being asked to do so by Landlord, Tenant bonds over to the satisfaction of Landlord any lien asserted against the Leased Property and alleged to secure an amount in excess of $500,000 because of the contested Imposition, (2) Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLCLandlord, and (23) NAI Tenant promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, that in any event each such contest shall be concluded and the contested Impositions must Impositions, penalties, interest and costs shall be paid by NAI prior to the earlier of date (i) the date that any criminal prosecution is action may be instituted or overtly threatened against BNPLC Landlord or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Landlord (including the Leased Property) may be seized or sold or any other action is taken threatened or instituted against BNPLC Landlord or against any property owned or leased by BNPLC Landlord because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) belowTenant shall reimburse Landlord for (or, NAI shall if requested by Landlord, will pay or cause to be paid prior to delinquency delinquency) all sales, excise, ad valorem taxes assessed against the Property valorem, gross receipts, business, transfer, stamp, occupancy, rental and other Impositionstaxes, levies, fees, charges, surcharges, assessments or penalties which arise out of or are attributable to this Lease or which are imposed upon Landlord or the Leased Property because of the ownership, leasing, occupancy, sale or operation of the Leased Property, or any part thereof, or relating to or required to be paid by the terms of any of the Permitted Encumbrances, excluding only Landlord's Liens and Excluded Taxes (collectively, all such taxes, levies, fees, charges, surcharges, assessments or penalties, other than Landlord's Liens and Excluded Taxes, are herein called the "IMPOSITIONS"). If requested by BNPLC from time Landlord requires Tenant to timepay any Impositions directly to the applicable taxing authority or other party entitled to collect the same, NAI Tenant shall furnish BNPLC Landlord with receipts showing payment of all such Impositions and other amounts prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI delinquency; except that Tenant may in good faith, faith by appropriate proceedings, proceedings contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI Tenant shall not be deemed in default under any of the provisions of this Improvements Lease subparagraph (or subparagraphs t or u) because of the contested Imposition if (1) NAI within sixty (60) days after being asked to do so by Landlord, Tenant bonds over to the reasonable satisfaction of Landlord any lien asserted against the Leased Property and alleged to secure an amount in excess of $500,000 because of the contested Imposition, (2) Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLCLandlord, and (23) NAI Tenant promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, that in any event each such contest shall be concluded and the contested Impositions must Impositions, penalties, interest and costs shall be paid by NAI prior to the earlier of date (i) the date that any criminal prosecution action is threatened or instituted or overtly threatened against BNPLC Landlord or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Landlord (including the Leased Property) may be seized or sold or any other action is taken threatened or instituted against BNPLC Landlord or against any property owned or leased by BNPLC Landlord because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject (a) As long as any Bonds are Outstanding, the Issuer shall bear, pay and discharge, before the delinquency thereof, any and all Impositions. In the event any Impositions may be lawfully paid in installments, the Issuer shall be required to pay only such installments thereof as become due and payable as and when the same become due and payable. (b) Unless the Issuer exercises its right to contest any Impositions in accordance with subsection (c) of this Section, the Issuer shall, within thirty (30) days after the last day for payment (without penalty or interest) of an Imposition which the Issuer is required to bear, pay and discharge such Imposition pursuant to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property terms hereof and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior deliver to the applicable delinquency date therefor. Notwithstanding Trustee a photostatic or other suitable copy of the foregoing, NAI may in good faith, by appropriate proceedings, statement issued therefor duly receipted to show the payment thereof. (c) The Issuer shall have the right to contest the validity, applicability validity or amount of any asserted ImpositionImposition by appropriate legal proceedings instituted at least ten (10) days before the Imposition complained of becomes delinquent if, and pending provided, that the Issuer (a) before instituting any such contest NAI contest, shall not be deemed give the Trustee written notice of its intention to do so and, if requested in default under any writing by the Trustee, shall deposit with the Trustee a surety bond of a surety company acceptable to the Trustee as surety, in favor of the provisions Trustee, or cash, in a sum of this Improvements Lease because at least the amount of the Imposition if so contested, assuring the payment of such contested Impositions together with all interest and penalties to accrue thereon and court costs, (1b) NAI diligently prosecutes any such contest to completion in a manner reasonably satisfactory to BNPLCand at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, and (2c) NAI promptly causes pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction thereof. The Issuer shall indemnify and hold harmless the Trustee from any costs and expenses the Trustee may incur related to be paid any amount adjudged by a court such contest. (d) Unless the Issuer exercises its right to contest any Impositions in accordance with subsection (c) of competent jurisdiction this Section, the Issuer shall, within thirty (30) days after the last day for payment (without penalty or interest) of an Imposition which the Issuer is required to be duebear, with all costs, penalties pay and interest thereon, promptly after discharge such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property Imposition pursuant to the Purchase Agreement for terms hereof and deliver to the Trustee a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) photostatic or other suitable copy of the Purchase Agreement, in statement issued therefor duly receipted to show the case of a purchase by an Applicable Purchaser) equal to the Break Even Pricepayment thereof.

Impositions. Subject only 14.01 Grantor and Grantee acknowledge and agree that it is their mutual objective and intent to (i) minimize, to the exceptions listed extent feasible, the aggregate Impositions payable with respect to the Grantor System and (ii) share such Impositions according to their respective interests in subparagraph 5.(d) belowthe Grantor System, NAI and that they will cooperate with each other and coordinate their mutual efforts to achieve such objectives in accordance with the provisions of this Article 14. 14.02 Grantor shall be responsible for and shall timely pay any and all Impositions with respect to the Grantor System which Impositions are imposed or assessed prior to the Acceptance Date of a Segment. Notwithstanding the foregoing obligations, Grantor shall have the right to challenge any such Impositions so long as the challenge of such Impositions does not adversely affect Grantee's rights or interests hereunder. 14.03 After the Acceptance Date for each Segment, Grantor shall timely pay, or cause to be paid prior paid, any and all Impositions imposed upon or with respect to delinquency all such Segment to the extent such Impositions (a) have not been separately assessed or imposed upon or against the interest of Grantee in the Grantor System or (b) consist of real property or ad valorem taxes relating to the Grantor System, including, without limitation, real property or ad valorem taxes on the Initial Grantee Fibers, the Grantee Conduit and the Regeneration and Opamp Facilities (whether or not such Impositions have been separately assessed or imposed upon or against the interest of Grantee in the Grantor System), which real property or ad valorem taxes shall constitute part of the Actual Operating Expenses and shall be subject to adjustment as described in Article 13. Upon receipt of a notice of any Imposition after the Acceptance Date for any Segment, Grantor shall promptly notify Grantee of such Imposition and following payment of such Imposition by Grantor, Grantee shall, within thirty (30) days of its receipt of an invoice from Grantor, reimburse Grantor for its proportionate share of such Imposition (except for the Impositions described in clause (b) of this Section 14.03, which Impositions shall constitute part of Actual Operating Expenses and shall be paid in accordance with Article 13), which share shall be determined (i) to the extent possible, based upon the manner and methodology used by the particular authority imposing such Impositions (E.G., on the cost of the relative property interests, historic or projected revenue derived therefrom, or any combination thereof); or (ii) if the same cannot be so determined, then based upon Grantee's proportionate share of the total fiber count in the affected portion of the Grantor System, provided that any such Imposition which was separately assessed against Grantee or any other Person using the Property and other ImpositionsGrantor System shall be taken into account in determining such proportionate share. Grantor shall provide Grantee with reasonable supporting documentation for Impositions for which Grantor seeks reimbursement. If requested by BNPLC any Imposition assessed upon Grantor or Grantee is based on assets or business in any state in addition to its interest in the Grantor System (i.e., central assessment), Grantor and Grantee shall work together in good faith to allocate a proper portion of such assessment to such interests alone and if Grantor and Grantee are unable to agree on such allocation within thirty (30) days from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior the date Grantor or Grantee delivered notice to the applicable delinquency date thereforother party regarding such allocation, such allocation shall be determined by an arbitration procedure in accordance with Section 24.01(iv). 14.04 Upon notice of the assertion or proposed assertion of any Imposition described in Section 14.03, Grantor shall promptly and in good faith consult with Grantee concerning the underlying facts and whether to contest or to continue to contest such assertion or proposed assertion. Notwithstanding any provision herein to the foregoingcontrary, NAI may Grantor shall have the right to contest any Imposition described in good faithSection 14.03 above by any lawful and appropriate means (including by nonpayment of such Imposition), provided such nonpayment does not adversely affect the title (if applicable), rights or property delivered or to be delivered to Grantee pursuant hereto. The out-of-pocket costs and expenses (including reasonable attorney fees) incurred by appropriate proceedingsGrantor in any such contest shall be shared by Grantor and Grantee in the same proportion as to which the parties would have shared in such Impositions, as they were originally assessed. Any refunds or credits resulting from a contest brought pursuant to this Section 14.04 shall be divided between Grantor and Grantee in the validitysame proportion as to which such refunded or credited Impositions were borne by Grantor and Grantee. In any such event, applicability or amount Grantor shall provide timely notice of such challenge to Grantee. If Grantor chooses to proceed with such challenge after receipt of a written objection to the challenge from Grantee, Grantor shall conduct such challenge at its own cost and expense, provided that Grantee shall not receive the benefit of any asserted refund or credit, if any, obtained as a result of a successful challenge. If Grantor does not contest an Imposition, and pending Grantee shall have the right, after notice to Grantor, to contest such Imposition as long as such contest NAI does not adversely affect the title, property or rights of Grantor. The out-of-pocket costs and expenses (including reasonable attorney's fees) incurred by Grantee in any such contest shall be shared by Grantee and Grantor in the same proportion as to which the parties shared in such Imposition, as it was originally assessed. Any refunds or credits resulting from a contest shall be divided between Grantee and Grantor in the same proportion as to which such refunded or credited Imposition was borne by Grantee and Grantor. If Grantee chooses to proceed with such contest after receipt of written objection to the challenge from Grantor, Grantee shall conduct such challenge at its own cost and expense, provided that Grantor shall not be deemed in default under receive the benefit of any refund or credit, if any, obtained as a result of the provisions of this Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finalsuccessful challenge; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior that notwithstanding anything to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directorscontrary in this Article 14, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Grantor shall have complete authority over and discretion to control (including the Property) may be seized authority to dismiss or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iiinot pursue) any Designated Sale Date contests relating to Impositions based upon which, for any reason, NAI the computation of Grantor's taxable income under the Internal Revenue Code or an Affiliate of NAI state income or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Pricefranchise tax laws.

Impositions. Subject only 14.01 Grantor and Grantee acknowledge and agree that it is their mutual objective and intent to (i) minimize, to the exceptions listed extent feasible, the aggregate Impositions payable with respect to the Grantor System and (ii) share such Impositions according to their respective interests in subparagraph 5.(d) belowthe Grantor System, NAI and that they will cooperate with each other and coordinate their mutual efforts to achieve such objectives in accordance with the provisions of this Article 14. 14.02 Grantor shall be responsible for and shall timely pay any and all Impositions with respect to the Grantor System which Impositions are imposed or assessed prior to the Acceptance Date of a Segment. Notwithstanding the foregoing obligations, Grantor shall have the right to challenge any such Impositions so long as the 14.03 After the Acceptance Date for each Segment, Grantor shall timely pay, or cause to be paid prior paid, any and all Impositions imposed upon or with respect to delinquency all such Segment to the extent such Impositions (a) have not been separately assessed or imposed upon or against the interest of Grantee in the Grantor System or (b) consist of real property or ad valorem taxes relating to the Grantor System, including, without limitation, real property or ad valorem taxes on the Initial Grantee Fibers, the Grantee Conduit and the Regeneration and Opamp Facilities (whether or not such Impositions have been separately assessed or imposed upon or against the interest of Grantee in the Grantor System), which real property or ad valorem taxes shall constitute part of the Actual Operating Expenses and shall be subject to adjustment as described in Article 13. Upon receipt of a notice of any Imposition after the Acceptance Date for any Segment, Grantor shall promptly notify Grantee of such Imposition and following payment of such Imposition by Grantor, Grantee shall, within thirty (30) days of its receipt of an invoice from Grantor, reimburse Grantor for its proportionate share of such Imposition (except for the Impositions described in clause (b) of this Section 14.03, which Impositions shall constitute part of Actual Operating Expenses and shall be paid in accordance with Article 13), which share shall be determined (i) to the extent possible, based upon the manner and methodology used by the particular authority imposing such Impositions (e.g., on the cost of the relative property interests, historic or projected revenue derived therefrom, or any combination thereof); or (ii) if the same cannot be so determined, then based upon Grantee's proportionate share of the total fiber count in the affected portion of the Grantor System, provided that any such Imposition which was separately assessed against Grantee or any other Person using the Property Grantor System shall be taken into account in determining such proportionate share. Grantor shall provide Grantee with reasonable supporting documentation for Impositions for which Grantor seeks reimbursement. If any Imposition assessed upon Grantor or Grantee is based on assets or business in any state in addition to its interest in the Grantor System (i.e., central assessment), Grantor and other Grantee shall work together in good faith to allocate a proper portion of such 14.04 Upon notice of the assertion or proposed assertion of any Imposition described in Section 14.03, Grantor shall promptly and in good faith consult with Grantee concerning the underlying facts and whether to contest or to continue to contest such assertion or proposed assertion. Notwithstanding any provision herein to the contrary, Grantor shall have the right to contest any Imposition described in Section 14.03 above by any lawful and appropriate means (including by nonpayment of such Imposition), provided such nonpayment does not adversely affect the title (if applicable), rights or property delivered or to be delivered to Grantee pursuant hereto. The out-of-pocket costs and expenses (including reasonable attorney fees) incurred by Grantor in any such contest shall be shared by Grantor and Grantee in the same proportion as to which the parties would have shared in such Impositions, as they were originally assessed. Any refunds or credits resulting from a contest brought pursuant to this Section 14.04 shall be divided between Grantor and Grantee in the same proportion as to which such refunded or credited Impositions were borne by Grantor and Grantee. In any such event, Grantor shall provide timely notice of such challenge to Grantee. If Grantor chooses to proceed with such challenge after receipt of a written objection to the challenge from Grantee, Grantor shall conduct such challenge at its own cost and expense, provided that Grantee shall not receive the benefit of any refund or credit, if any, obtained as a result of a successful challenge. If Grantor does not contest an Imposition, Grantee shall have the right, after notice to Grantor, to contest such Imposition as long as such contest does not adversely affect the title, property or rights of Grantor. The out-of-pocket costs and expenses (including reasonable attorney's fees) incurred by Grantee in any such contest shall be shared by Grantee and Grantor in the same proportion as to which the parties shared in such Imposition, as it was originally assessed. Any refunds or credits resulting from a contest shall be divided between Grantee and Grantor in the same proportion as to which such refunded or credited Imposition was borne by Grantee and Grantor. If 14.05 Following the Acceptance Date for each Segment, Grantor and Grantee, respectively, shall be separately responsible for any and all Impositions (except for the Impositions described in clause (b) of Section 14.03, which shall constitute a part of the Actual Operating Expenses and shall be paid in accordance with Article 13) (i) expressly or implicitly imposed upon, based upon, or otherwise measured by the gross receipts, gross income, net receipts or net income received by or accrued to such party due to its respective interest in or use of such Segment and/or the Grantee Fibers and/or the Grantee Conduit located within such Segment, or (ii) which have been separately assessed or imposed upon the respective interest of such party in such Segment and/or the Grantee Fibers and/or the Grantee Conduit located within such Segment. 14.06 Grantor and Grantee agree to cooperate fully in the preparation of any returns or reports relating to the Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, Grantor and pending such contest NAI shall not be deemed in default under any of Grantee further acknowledge and agree that the provisions of this Improvements Lease because Article 14 are intended to allocate the Impositions expected to be assessed against or imposed upon the parties with respect to the Grantor System based upon the procedures and methods of computation by which Impositions generally have been assessed and imposed to date, and that material changes in the procedures and methods of computation by which such assessments are assessed and imposed could significantly alter the fundamental economic assumptions underlying the transactions hereunder to the parties. Accordingly, Grantor and Grantee agree that, if in the future the procedures or methods of computation by which Impositions are assessed or imposed against the parties change materially from the procedures or methods of computation by which they are imposed as of the Imposition if (1) NAI diligently prosecutes such contest date hereof, the parties will negotiate in 14.07 Notwithstanding anything in this Agreement to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, howeverthe contrary, in the event that Grantor fails to pay any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior Imposition it is required to the earlier of pay under this Agreement Grantee may, at its option (i) pay such Imposition to the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or taxing authority assessing such Imposition and (ii) pay all subsequent Impositions assessed by such taxing authority, unless Grantee shall have received written notice from Grantor the date Grantee will pay timely all such Impositions. In the event Grantee makes any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereofpayments pursuant to this Section 14.07, or (iii) any Designated Sale Date Grantor shall reimburse Grantee promptly upon which, demand for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made and all amounts paid by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even PriceGrantee.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d(a) below, NAI Borrower shall pay (or cause to be paid prior to delinquency paid) all ad valorem taxes Impositions now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finalpayable; provided, however, in any event each such contest during the continuance of an Event of Default, Borrower’s obligation to directly pay Impositions shall be concluded and the contested suspended for so long as such Impositions must be are being paid by NAI Depository (defined below) from the Tax and Insurance Reserve Account (defined below) pursuant to Section 5.1(b) hereof. Borrower shall furnish to Lender receipts for the payment of the Impositions prior to the earlier date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Impositions in the event that such Impositions are being paid by Depository from the Tax and Insurance Reserve Account pursuant to Section 5.1(b) hereof). (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions or any other claim that can lead to a Lien against the Property, provided that (i) the date that any criminal prosecution no Event of Default is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or provisions of any other action instrument to which Borrower is taken against BNPLC or against any property owned or leased subject and shall not constitute a default thereunder and such proceeding shall be permitted by BNPLC because of the nonpayment thereof, or and conducted in accordance with all applicable Legal Requirements; (iii) neither the Property nor any Designated Sale Date part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon whichfinal determination thereof pay the amount of any such Impositions or claim, for any reasontogether with all costs, NAI interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Impositions or an Affiliate of NAI or any Applicable Purchaser claim from the Property; and (vi) Borrower shall not purchase BNPLC's interest furnish such security as may be required in the Property pursuant proceeding, or deliver to Lender such reserve deposits as may be reasonably requested by Lender, to insure the payment of any such Impositions or claim, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the Purchase Agreement for a price to BNPLC (when taken together with claimant entitled thereto at any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreementtime when, in the case reasonable judgment of a purchase Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, canceled or lost or there shall be any danger of the lien of the Security Instrument being primed by an Applicable Purchaser) equal to the Break Even Priceany related lien.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.