Common use of Impositions Clause in Contracts

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the 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, governmental levies and charges, and charges for public utilities of any kind, together with any interest or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, 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 Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant or on account of any use of the 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 improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 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 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, 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 on demand as Supplementary Rent hereunder.

Impositions. Section 3.1 From and after Borrower will pay (or will cause the Commencement Date and throughout the Termapplicable Subsidiary Guarantor to pay), Tenant shall pay and discharge not later than on or before the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the non-payment thereof, (i) all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositionslevies, license and fees, permit fees, regulatory application feesdues, assessments payable to any owner’s association or similar entity, governmental levies and charges, fines, and charges for public utilities impositions (in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen) of any kind, together with any every character whatsoever (including all penalties and interest thereon) now or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall have been or shall be hereafter levied, charged, assessed, confirmed, or imposed upon on, or grow in respect of, or become due and payable out of or for or have become which might constitute a lien on the Premises upon any Property, or any part thereof, or any Buildings estate, right, or personal property interest therein, or upon the rents, issues, income, or profits thereof, (includingii) all premiums on policies of insurance covering, without limitationaffecting, Tenant’s Personal or relating to any Property, as required pursuant to this Loan Agreement, (iii) in or on the Premisesall ground rentals, the Rents other lease rentals, and income payable by Tenant or on account of any use of the Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any salesother sums, useif any, excise, commercial rent, tangible personal property and similar taxes imposed owing by any Governmental Authority Subsidiary Guarantor and becoming due under any lease or improvement district in connection with rental contract affecting any Property, and (iv) all utility charges that are incurred by any Subsidiary Guarantor for the use benefit of each Property or operation by Tenant of the Premiseswhich might become a charge or lien against any Property, any Facilityfor gas, electricity, water, sewer services, and the Tenant’s Personal like furnished to such Property, and all other public or private assessments or charges of a similar nature affecting each Property or any interest and penalties assessed portion thereof, whether or not the nonpayment of same might result in connection therewith as a result of late payment or non-payment of any of the foregoing lien thereon (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively collectively, “Impositions”); provided, however, that Tenant’s obligation to pay directly to . Borrower shall submit (or shall cause the applicable Governmental Authority Subsidiary Guarantor to submit) to Lender such evidence of the due and punctual payment of all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be suspended at Landlord’s electionsuch premiums, rentals, charges, and in such event Tenant shall comply with the terms other sums as Lender might require 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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 Facilities, which shall be the responsibility of Tenant. Tenant, upon request from Landlord, shall submit to Landlord the proper and sufficient receipts or other Lender such evidence of the due and punctual payment of all such taxes, assessments, 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 Sectionfees and charges as Lender might require. If any Impositions are not paid when due from Tenant under this Lease (other than Real Estate Taxes), Landlord Borrower shall have the right, but 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 obligateddeemed or construed in any way as relieving, modifying, or extending Borrower’s covenant to pay any such tax, assessment, fee, or charge at the same following time and in the manner provided herein unless (i) Borrower has given prior written notice to Tenant Lxxxxx of such payment, provided Tenant is not contesting the same pursuant Bxxxxxxx’s intent 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.contest or object,

Impositions. Section 3.1 From and after Commencing on the Commencement Effective Date and thereafter throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior or cause to the date be paid as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all taxes, payments in lieu of taxes, assessments, water and sewer rents, storm and sewer rents rates and charges, duties, impositionslevies, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, fees and other governmental levies and charges, general and charges for public utilities special, ordinary and extraordinary, foreseen and unforeseen, of any kindkind and nature whatsoever which at any time during the Term of this Lease may be assessed, together with any interest or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, 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, assessedconfirmed, imposed upon upon, or grow or become due and payable out of or for CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY MGM RESORTS INTERNATIONAL. THIS REDACTED VERSION OMITS CONFIDENTIAL INFORMATION, DENOTED BY ASTERISKS: [***]. A REFERENCE COPY, INCLUDING THE TEXT OMITTED FROM THIS REDACTED VERSION, HAS BEEN DELIVERED TO THE SECURITIES AND EXCHANGE COMMISSION. in respect of, or have become a lien on upon, the Premises or the leasehold, or any part thereofthereof or any appurtenance thereto, any Buildings whether such charges are made directly to Tenant or personal property (through or in the name of the Landlord, including, without limitation, Tenant’s Personal Property) all Special Taxes (all such taxes, Special Taxes, payments in or on the Premiseslieu of taxes, the Rents assessments, water and income payable by Tenant or on account of any use of the Premises sewer rents, rates and such franchises charges, levies, license and permit fees and other governmental charges being hereafter referred to 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 improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 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 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, 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 on demand as Supplementary Rent hereunder.that

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the non-payment thereof, The term "Impositions" means all taxes, special and general assessments, water rents, storm rates and charges, commercial rent taxes, UST fees and taxes, 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 charges, other impositions and charges for public utilities of any kind, together every kind and nature whatsoever with any interest or penalties imposed upon the late payment thereof (except respect to the extent resulting from Landlord’s negligence or willful misconduct)Premises, whichthat may be assessed, pursuant to past, present or future Applicable Law, 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, assessedconfirmed, imposed upon or grow or become due and payable out of or for or have become a lien on the Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant or other than on account of any use actions or omissions of Landlord or Third Party Lessor or conditions existing on, at or with respect to the Premises before the Commencement Date) by or for the benefit of any Government with respect to any period during the Term together with any taxes and assessments that may be levied, assessed or imposed by any Government upon the gross income arising from any Rent or in lieu of or as a substitute, in whole or in part, for taxes and assessments imposed upon or related to the Premises and commonly known as real estate taxes. Notwithstanding the foregoing, all such franchises as may be appurtenant to the use and occupation obligations of the Premises as well as any salesa lessee in a Third Party Lease are also Impositions. The term "Impositions" shall, usehowever, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or improvement district in connection with the use or operation by Tenant of the Premises, any 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 not include any of the foregoing following, all of which Landlord shall pay before delinquent or payable only with a penalty: (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Funda) any franchise, exciseincome, corporateexcess profits, estate, inheritance, succession succession, transfer, gift, corporation, business, capital levy, or capital levy profits tax, or tax license fee, of Landlord, any intangibles or transfer tax payable as a result (b) the incremental portion of any financing, refinancing, transfer or exchange of the Premises by Landlord (except items listed in this paragraph that would not have been levied, imposed or assessed but for transfers to any sale or from Tenant, an Operating Subtenant other direct or any of their Affiliates), or any income, profits or revenue tax upon the income of Landlord, and none indirect transfer of the foregoing shall constitute an Imposition Fee Estate or of any interest in Landlord during the Term, (c) any charges that would not have been payable but for purposes hereof. The foregoing exclusions shall not include any nursing home privilege act or similar taxes on the business operations omission of Landlord or conditions existing on, 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 the Premises before the Commencement Date, (d) any charges that are being contested in accordance levied, assessed or imposed against the Premises during the Term based on the recapture or reversal of any previous tax abatement or tax subsidy, or compensating for any previous tax deferral or reduced assessment or valuation, or based on a miscalculation or misdetermination of any charge(s) of any kind imposed or assessed with this Section. If respect to the Premises, relating to any Impositions are not paid when due from Tenant under this Lease period(s) before the Commencement Date, and (e) interest, penalties and other than Real Estate Taxes), Landlord shall have the right, but shall not be obligated, charges with respect 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.items "a" through "d."

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term“Impositions” shall mean all real estate or personal property taxes, Tenant shall pay and discharge not later than the due date therefor and prior to the date any finepossessory interest taxes, penaltyor similar charges, interest business or cost may be added thereto for the non-payment thereoflicense taxes or fees, all taxesservice payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, assessments, water rentslevies, storm and sewer rents and fees or charges, dutiesgeneral and special, impositionsordinary and extraordinary, license and permit feesunforeseen as well as foreseen, regulatory application fees, assessments payable to any owner’s association or similar entity, governmental levies and charges, and charges for public utilities of any kindkind (including fees “in-lieu” of any such tax or assessment) which are assessed, together with levied, charged, or imposed by any public authority upon the Land, the Building, its operations or the Rent (or any portion or component thereof) including, in the year paid, all fees and costs incurred by Landlord in seeking to obtain an abatement or reduction of, or a limit on any increase, in any taxes, regardless of whether any abatement, reduction or limitation is obtained, but excluding (i) inheritance, estate, franchise, capital stock, or gift taxes imposed upon or assessed against the Building, or any part thereof or interest therein, (ii) taxes computed upon the basis of the net income derived from the Building by Landlord or the owner of any interest therein, (iii) that portion of the items enumerated in this Section which is properly attributable to or penalties imposed upon separately payable by the late payment thereof tenants in the Commercial Section of the Building; (iv) any of the enumerated items payable with respect to the parking garage forming part of the Building (including the elevators serving such garage) or (v) any penalties, fines, or interest which Landlord is obligated to pay by reason of failure by Landlord to timely pay Impositions (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, 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 Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in failure to comply with its obligations hereunder). Landlord shall refund or on the Premises, the Rents and income payable by credit to Tenant or on account its Proportionate Share of any use of the 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 improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises abatement actually received by Landlord (except net of fees and costs not previously included in Tenant’s share of Impositions) for transfers to or from Tenant, an Operating Subtenant or Impositions for any of their Affiliates), or any income, profits or revenue tax upon year included in the income of Landlord, and none of the foregoing shall constitute an Imposition Term for purposes hereof. The foregoing exclusions shall not include any nursing home privilege 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 previously paid 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, but shall not be obligated, to pay the same following written notice to Tenant of such paymentImpositions, provided that Tenant is not contesting in default under 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 hereunderLease continuing beyond any applicable notice and cure period.

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date before any fine, penalty, interest interest, or cost may be added thereto for the non-payment 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 rents, storm and sewer rents and charges, duties, impositionsvault charges, license and permit fees, regulatory application feesdues or assessments, assessments payable general or special of any association to any owner’s association or similar entity, which the Premises is subject and other governmental levies and charges, general and charges for public utilities special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind, together with any interest or penalties imposed upon the late payment thereof kind and nature (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or withincollectively "Impositions") the Term, shall have been or shall which may be levied, charged, assessed, levied, imposed upon or grow or become due and payable out of or for or have become a lien on payable, during the Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant or on account of any use of the 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 improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”)Term; provided, however, that Tenant’s obligation to pay directly to if, by law, any Imposition is payable or at the applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments option of the taxpayer may be paid in installments (“Real Estate Taxes”) whether or not interest shall be suspended at Landlord’s electionaccrue on the unpaid balance thereof), and in such event Tenant shall comply with pay the terms same (and provisions of Section 3.5 hereof (any accrued interest on the unpaid balance) in which case Landlord or Mortgagee shall make such payments installments and shall be responsible required to pay only such installments as may become due during the Term as the same respectively become due and before any fine, penalty, interest, or cost may be added thereto for all finesnonpayment thereof and provided further, penaltiesthat any Imposition relating to a fiscal period of a taxing authority, interest a part of which period is included within the Term and costs arising out a part of which is included in a period of time before the commencement of the late payment Term or nonpayment thereofafter the termination of this Lease, except other than a termination of this Lease pursuant to the extent Article 18, shall (whether or not such amounts arise as Imposition shall be assessed, levied, confirmed, imposed, or become a result of (i) an Event of Default or (ii) an event of default by Tenant or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of lien upon the Premises by or shall become payable, during the term of this Lease) be appropriately pro rated between Landlord (except for transfers to or from and Tenant, an Operating Subtenant 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 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 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, 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 on demand as Supplementary Rent hereunder.

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant All taxes including real estate taxes (which term shall pay and discharge not later than the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all include payments in lieu of real estate taxes), assessments, water rents, storm and sewer rents and charges, duties, impositionslevies, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, fees and other governmental levies and charges, general and charges for public utilities special, ordinary and extraordinary, foreseen and unforeseen, of any kindkind and nature whatsoever, together with which at any interest or penalties imposed upon time during the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct)Lease Term may be assessed, which, pursuant to past, present or future Applicable Law, 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, assessedconfirmed, imposed upon upon, or grow or may become due and payable out of or for in respect of, or have become a lien on the Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premisesupon, the Rents and income payable by Tenant or on account of any use of the Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any salesBuilding Complex (including all improvements thereto), use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“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 other than: (i) an Event of Default municipal, state and federal income taxes (if any) assessed against Landlord; or (ii) an event of default by Tenant municipal, state or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contraryfederal capital levy, Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporategift, estate, inheritancesuccession, succession inheritance or capital levy or tax transfer taxes of Landlord, ; or (iii) corporation excess profits or franchise taxes imposed upon any intangibles or transfer tax payable as a result of any financing, refinancing, transfer or exchange corporate owner of the Premises by Landlord Building Complex; or (except for transfers to or from Tenant, an Operating Subtenant or any of their Affiliates), or iv) any income, profits or revenue tax tax, assessment or charge imposed upon the income of LandlordRent payable by Tenant under this Lease, 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 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 that if at any time during the Lease Term the methods of taxation prevailing at the commencement of the Lease Term shall be 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 charge, wholly or partially as a capital levy or otherwise, on the rents received therefrom, or measured by or based in whole or in part upon the Building Complex and imposed upon Landlord, then all such taxes, assessments, 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. In addition to the foregoing, the term “Impositions” shall include any new tax of a nature not presently in effect, but which may be required to furnish hereafter levied, assessed, or imposed upon Landlord or the Building Complex, if such receipts tax shall be based solely on or other evidence for payment with respect to Real Estate Taxes arise out of the ownership, use or with respect to Impositions that are being contested in accordance with this Sectionoccupation of the Building Complex. 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, 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 following written notice to Tenant period. In the event the Impositions or any portion thereof are abated or reduced for any reason, then there shall be a readjustment in Tenant’s Proportionate Share 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 hereunderImpositions.

Impositions. Section 3.1 From and Impositions shall mean all real estate or personal property taxes, possessory interest taxes, Development Impact Project Exaction or so-called “linkage” payments (provided that such linkage payments shall not be included in Impositions after the Commencement Date and throughout the Termcalendar year 1999), Tenant shall pay and discharge not later than the due date therefor and prior to the date any fineor similar charges, penaltybusiness or license taxes or fees, interest service payments in lieu of such taxes or cost may be added thereto for the non-payment thereoffees, all taxesannual or periodic license or use fees, excises, assessments, water rentslevies, storm and sewer rents and fees or charges, dutiesgeneral and special, impositionsordinary and extraordinary, license and permit feesunforeseen as well as foreseen, regulatory application fees, assessments payable to any owner’s association or similar entity, governmental levies and charges, and charges for public utilities of any kindkind (including fees “in-lieu” of any such tax or assessment) which are assessed, together with any interest or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, 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, assessedconfirmed, or imposed by any public authority upon the Land, the Building, its operations or the Rent (or any portion or component thereof) including, in the year paid, all fees and costs reasonably incurred by Landlord in seeking to obtain an abatement or reduction of, or a limit on any increase, in any taxes, regardless of whether any abatement, reduction or limitation is obtained, but excluding (i) inheritance or estate taxes imposed upon or grow or become due and payable out of or for or have become a lien on assessed against the Premises Building, or any part thereofthereof or interest therein, any Buildings (ii) taxes computed upon the basis of the net income derived from the Building by Landlord or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant or on account owner of any use interest therein, and (iii) that portion of the Premises and such franchises as may be appurtenant items enumerated in this Section that is allocable on a per-square-foot basis to the use and occupation Commercial Section of the Premises as well as any sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or improvement district in connection with the use or operation by Tenant of the Premises, any 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 Building. “Impositions” shall not include any of the foregoing (except enumerated items payable with respect to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each parking garage forming part of the foregoing being an “Imposition” and collectively “Impositions”Building (including the elevators serving such garage); provided. Landlord shall be responsible for the timely payment of all Impositions to the applicable governmental authority, however, that subject to Tenant’s obligation to pay directly to the applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be suspended at Landlord’s election, and in such event Tenant shall comply with the terms and provisions its Proportionate Share 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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 Facilities, which shall be the responsibility of Tenant. Tenant, upon request from Landlord, shall submit Impositions 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, 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 on demand as Supplementary Rent hereunder.this

Impositions. Section 3.1 From Tenant shall, during the term of this Lease, pay before delinquency all taxes and after assessments, general, and special, if any, which may be lawfully taxed, charged, levied, assessed or imposed upon or against the Commencement Date Land, or any part thereof, or any improvements thereon, or upon Tenant's interest in the Land under this Lease, or on account of the leasing by Landlord to Tenant of all or any part thereof, including any new lawful taxes and throughout assessments not of the Termkind enumerated above to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes or assessments now customarily levied against real or personal property; and Tenant shall pay all water and discharge sewer charges, assessments, and other governmental charges and impositions whatsoever, foreseen or unforeseen, which if not later than the due date therefor and prior paid when due, would encumber Landlord's title to the date any fine, penalty, interest or cost may be added thereto for Land (all of the non-payment thereof, all foregoing taxes, assessments, water rents, storm charges and sewer rents and charges, duties, impositions, license and permit fees, regulatory application fees, assessments payable impositions are referred to any owner’s association or similar entity, governmental levies and charges, and charges as "Impositions"). Tenant shall not be responsible for public utilities the payment of any kind, together with tax or assessment imposed by any interest or penalties imposed governmental authority upon the late payment thereof (except to rentals received by Landlord from the extent resulting from Landlord’s negligence ownership, leasing or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or within) use of the Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a lien on the Premises Land or any part thereof, any Buildings tax measured by Landlord's income or personal property (including, without limitation, Tenant’s Personal Property) in or on upon the Premises, the Rents and income payable by Tenant or on account of any use proceeds of the Premises and such franchises as may be appurtenant to the use and occupation sale of the Premises as well as Land or any sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority part thereof. Impositions for the calendar year in which this Lease commences or improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“Real Estate Taxes”) terminates shall be suspended at Landlord’s election, prorated between Landlord and in such event Tenant shall comply with based upon the terms and provisions number 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 days out of the late payment or nonpayment thereof, except to full calendar year during which the extent such amounts arise as a result term of (i) an Event of Default or (ii) an this Lease continues. In the event of default by Tenant or any Operating Subtenant under any Mortgage Loan Documents to special assessments are levied and assessed which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrarymay be paid in installments, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 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 pay only 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 installments thereof as become due from Tenant under and payable during the term of this Lease (other than Real Estate Taxes), Landlord shall have the right, but shall not be obligated, to pay as and when 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 hereunderbecome due and payable.

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant As utilized herein "IMPOSITIONS" shall pay and discharge not later than the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the non-payment thereof, mean all taxes (including personal property taxes, if any) assessments, water and sewer rents, storm and sewer rents rates and charges, dutiescharges for public utilities, impositionsexcises, levies, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, fees and other governmental levies and charges, general and charges for public utilities special, ordinary and extraordinary, foreseen and unforeseen, of any kindkind and nature whatsoever which at any time during the Term hereof may be assessed, together with any interest or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, 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, assessedconfirmed, imposed upon or grow upon, or become due and payable out of or for in respect of, or have become a lien on on, the Premises Land or Building or any part thereofthereof or any appurtenances thereto, any Buildings use or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant or on account of any use occupation of the Premises and Land or Building (including sales taxes on lease payments) or 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 Land or improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”)Building; provided, however, that Tenant’s obligation that, nothing herein contained shall require Tenant to pay directly to municipal, state or federal income taxes assessed against Landlord, 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 applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) Land; provided further, however, that if at any time during the Term the methods of taxation prevailing at the execution date of this Lease shall be suspended at Landlord’s electionaltered so as to cause the whole or any part of the taxes, assessments, or other Impositions or charges now levied, assessed or imposed on the Land and the Building thereon, in lieu thereof, to be levied, assessed and imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom, or if any such event Tenant tax, assessment, levy (including but not limited to any municipal, county, state or federal levy), Imposition or charge, or any part thereof, shall comply with be measured by or be based in whole or in part upon the terms Land and provisions of Section 3.5 hereof (in which case Landlord or Mortgagee shall make such payments Building and shall be responsible for all fines, penalties, interest and costs arising out imposed upon Landlord in lieu of the late payment methods of taxation prevailing at the date of the execution of this Lease, then all such taxes, assessments, levies, Impositions or nonpayment thereofcharges, except or the part thereof to the extent such amounts arise as a result of (i) an Event of Default that they are so measured or (ii) an event of default by Tenant or any Operating Subtenant under any Mortgage Loan Documents based, shall be deemed to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to be included within the contrary, Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from term Impositions for 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, an Operating Subtenant 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 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 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, 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 on demand as Supplementary Rent hereunder.

Impositions. Section 3.1 From Subject to the provisions of Paragraph 18, and except as otherwise provided in this Paragraph 7(a), Tenant shall, before delinquency thereof, pay and discharge the following whether the same became due and payable before, on or after the Commencement Date (collectively, the "Impositions"): all taxes (including sales, use, and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all gross rental taxes), assessments, levies, fees, water rents, storm and sewer rents and charges, duties, impositions, license utilities and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, communications taxes and charges and all other governmental levies and charges, general and charges for public utilities of special, ordinary and extraordinary, foreseen and unforeseen, which are, at any kind, together with any interest or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, duringtime, prior to or after (but attributable to a period falling prior to or within) during the Term, shall have been or shall be levied, charged, assessed, imposed upon or grow assessed against (i) the Premises, (ii) any Basic Rent, Additional Rent or other sum payable hereunder, (iii) this Lease, the leasehold estate created hereby, (iv) Landlord, Lender, or Tenant, as a result of or arising out of the ownership, acquisition, occupancy, leasing, use, maintenance, management, repair, possession or operation of the Premises (including without limitation, any taxes on revenues, rents, income, awards, proceeds, capital gains, profits, excess profits, gross receipts, sales, use, excise and other taxes, duties or 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 out of or for or have become a lien on during the Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents Term. Tenant shall prepare and income payable file all tax reports required by Tenant or on account of any use of the Premises and such franchises as may be appurtenant governmental authorities which relate to the use and occupation Impositions. Tenant shall upon Landlord's request, deliver to Landlord copies of the Premises as well as any sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or improvement district in connection with the use or operation by Tenant of the Premises, any Facility, and the Tenant’s Personal Property, and any interest and penalties assessed in connection therewith as a result of late payment or non-all receipts for payment of any of Impositions. Landlord shall either request the foregoing (except applicable taxing authority to the extent resulting from Landlord’s negligence deliver tax notices or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”); provided, however, that Tenant’s obligation to pay 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 applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be suspended at Landlord’s electionforegoing, and in such event Tenant shall comply with the terms and provisions of Section 3.5 hereof (in which case Landlord Impositions will not include federal, state 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 local (i) an Event franchise, capital stock or similar taxes, of Default or Landlord, (ii) an event net income, net rental, excess profits or other taxes, of default by Tenant Landlord, or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fundiii) any franchise, excise, corporate, estate, inheritance, succession or succession, gift, capital levy or tax of Landlordsimilar tax, unless such taxes referred to in clauses (i) and (ii) above are in lieu of, or a substitute for, any intangibles tax, assessment, levy or transfer tax payable as a result of any financingcharge which, refinancing, transfer or exchange of the Premises by 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, 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 if it were in effect on the business operations at the FacilitiesCommencement Date, which shall would 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 payable by Tenant under this Lease (other than Real Estate Taxes)Lease. Upon the expiration or earlier termination of this Lease, Landlord and Tenant shall have prorate any pre-paid real property taxes applicable to the right, but shall not be obligated, period after such expiration or termination date and any unpaid real property taxes attributable to pay the same following written notice period prior to Tenant of such payment, provided Tenant is not contesting the same pursuant to a right to do so hereinexpiration or termination date. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Supplementary Rent hereunder.(b)

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date before any fine, penalty, interest interest, or cost may be added thereto for the non-payment nonpayment thereof, all taxes (including, without limitation, real and personal property, franchise, sales and rent taxes), assessments and levies, ad valorem taxes, assessmentscharges for water, water rentssewer, storm utility and sewer rents and communications services, vault charges, duties, impositions, license and permit fees, regulatory application feesdues or assessments, assessments payable general or special, of any association to any owner’s association or similar entity, which the Premises is subject and other governmental levies and charges, general and charges for public utilities special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind, together with any interest or penalties imposed upon the late payment thereof kind and nature (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or withincollectively "Impositions") the Term, shall have been or shall which may be levied, charged, assessed, levied or imposed during the Term of this Lease upon or grow or become due and payable out of or for or have become a lien on (i) Tenant, (ii) the Premises or any part thereofthereof or (iii) Landlord, any Buildings as a result of or personal property (including, without limitation, Tenant’s Personal Property) arising in or on the Premises, the Rents and income payable by Tenant or on account of any use respect of the Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any salesacquisition, ownership, occupancy, leasing, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority possession or improvement district in connection with the use or operation by sale to Tenant of the Premises, any Facilityactivity conducted on the Premises, and or 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”)Rent; provided, however, that Tenant’s obligation to 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 may pay directly to the applicable Governmental Authority all regularly assessed ad valorem real estate taxes same (and assessments (“Real Estate Taxes”any accrued interest on the unpaid balance) 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 installments and shall be responsible required to 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 all finesnonpayment thereof; and provided further, penaltiesthat any Imposition relating to a fiscal period of a taxing authority, interest a part of which period is included within the Term of this Lease and costs arising out a part of which is included in a period of time before the commencement of the late payment Term or nonpayment thereofafter the termination of this Lease, except other than a termination of this Lease pursuant to the extent Article 18, shall (whether or not such amounts arise as Imposition shall be assessed, levied, confirmed, imposed, or become a result of (i) an Event of Default or (ii) an event of default by Tenant or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of lien upon the Premises by or shall become payable, during the term of this Lease) be appropriately pro rated between Landlord (except for transfers to or from and Tenant, an Operating Subtenant 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 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 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, 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 on demand as Supplementary Rent hereunder.

Impositions. Section 3.1 From As used in this Lease the term “impositions” refers to all levies, taxes (including sales taxes and after the Commencement Date gross receipt taxes) and throughout the Termassessments, Tenant shall pay and discharge not later than the due date therefor and prior which are applicable to the date Term and the Premises, and which are imposed by any fineauthority or under any law, penalty, interest ordinance or cost may be added thereto for the non-payment regulation thereof, all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, regulatory application fees, assessments payable or pursuant to any owner’s association recorded covenants or similar entityagreements, governmental levies and charges, and charges for public utilities of any kind, together with any interest or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, 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 with respect to the Premises or any part thereof, or any Buildings improvements thereto. Tenant shall pay to Landlord with the monthly payment of Minimum Rent any imposition imposed directly upon this Lease or personal property the Rent (including, without limitation, Tenant’s Personal Propertydefined in Section 7(g)) in or on the Premises, the Rents and income amounts payable by Tenant any subtenants or on account of any use of the 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 improvement district in connection with the use or operation by Tenant other occupants of the Premises, any Facility, and the Tenantor against Landlord because of Landlord’s Personal Property, and any estate or interest and penalties assessed in connection therewith as a result of late payment or non-payment of any of the foregoing (except herein. Tenant shall pay to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any local real estate tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”); provided, however, that Tenant’s obligation to pay directly to the applicable Governmental Authority office all regularly assessed ad valorem real estate taxes and assessments (“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 finesfurnish to Landlord, penalties, interest and costs arising out of the late payment or nonpayment thereof, except not later than 10 days prior to the extent such amounts arise as a result of (i) an Event of Default or (ii) an event of default by Tenant or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrarylast day they may be paid without penalty, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 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 thereof reasonably satisfactory to Landlord. Landlord or Tenant at their respective options shall have the right to contest any imposition, provided such contest does not operate to postpone payment of such taxes, is conducted in good faith 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 SectionApplicable Law and that such contest will not cause a lien to be placed on the Premises. If Any such contest shall be done on a contingency fee basis and the cost of the contest shall be paid from the proceeds of any Impositions are not paid when due from contest award. Notwithstanding whether Landlord or Tenant under this Lease (other than Real Estate Taxes)commences contest of any imposition, Landlord or Tenant 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 the proceeds or benefit thereof according to the extent to which the parties are responsible for the payment of such imposition under this Lease. Nothing herein contained shall be interpreted as requiring (a) Tenant on demand as Supplementary Rent hereunderto pay any federal, state or local income, franchise, gift, transfer, excise, estate, inheritance, excess profits, or corporate capital stock tax imposed or assessed upon Landlord, unless such tax or any similar tax is levied or assessed in lieu of all or any part of any imposition or an increase in any imposition; or (b) Tenant to be responsible for any imposition that is not related to the Premises and the Term.

Impositions. Section 3.1 From In the event that any general and after special taxes, assessments and governmental charges of any kind and nature whatsoever (collectively "taxes") are lawfully levied against the Commencement Date Premises and/or the improvements thereon and throughout are applicable to any year during the Term, Tenant shall agrees to pay and discharge not later than such taxes, prior to the due date therefor of any tax payment. In addition, Tenant shall pay upon demand any reasonable fees, expenses and prior costs incurred by Landlord in protesting any assessments, levies or the tax rate. Tenant shall provide Landlord with evidence of payment of taxes promptly after the payment date for such tax payment. If at any time during the Term of this Lease, the present method of taxation shall be changed so that in lieu of or in addition to the date whole or any finepart of any taxes, penaltyassessments or governmental charges levied, interest assessed or cost may imposed on real estate and the improvements thereon, there shall be added thereto levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such Rents for the non-payment thereofpresent or any future building on the land which comprises the Premises, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term "taxes" for the purposes hereof. Except as set forth in the preceding sentence, "taxes" shall not include any excise, inheritance, estate, succession, transfer, income, gift, franchise or capital stock tax levied upon Landlord nor shall "taxes" include any fees or charges arising from the late payment of taxes unless Tenant failed to make its payment due hereunder as required. Tenant will, at Tenant's own cost and expense, bear, pay, and discharge prior to delinquency, all real estate taxes, assessments, sewer, 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 charges, and charges for public utilities of any kind, together with any interest payments and other charges of every kind and nature whatsoever, ordinary or penalties imposed upon the late payment thereof extraordinary, foreseen or unforeseen, general or special (except all of which are hereinafter sometimes collectively referred to the extent resulting from Landlord’s negligence or willful misconductas "Impositions"), whichwhich shall, pursuant to past, present or future Applicable Lawlaw or otherwise, during, prior to or after (but attributable to a period falling prior to or within) during the Term, shall have been or shall Term be levied, charged, assessed, or imposed upon or grow upon, or become due and payable out of or for or have with respect to, or become a lien on the Premises or any part thereofon, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant Hangars or on account of any use of the Premises and such franchises other Alterations (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 defined in Section 4) located thereon or improvement district in connection with the use or operation by Tenant of the Premises, any Facility, and the Tenant’s Personal Propertytherein, and any interest or penalties for Tenant's late payment thereof; it being the intention of the parties hereto that the Rent reserved herein shall be received and penalties assessed in connection therewith enjoyed by Landlord as a result of late payment or non-payment of any of the foregoing (except to the extent resulting net sum free from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 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 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, 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 on demand as Supplementary Rent hereunderImpositions.

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date pay, before any fine, penalty, interest interest, or cost may be added thereto for the non-payment nonpayment thereof, all taxes and assessments (Landlord is not subject to real property taxes pursuant to the West Virginia Code), real property taxes, assessments, water rents, storm and sewer rents and charges, dutiesincinerator and fire fees, impositionsvault charges, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, and other governmental levies and charges, general and charges for public utilities special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kindkind and nature (collectively, together with any interest or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or within“Impositions”) the Term, shall have been or shall which may be levied, charged, assessed, levied, imposed upon or grow or become due and payable out payable, during the Term of or for or have become a lien on the Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant or on account of any use of the 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 improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”)this Lease; provided, however, that Tenant’s obligation to 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 may pay directly to the applicable Governmental Authority all regularly assessed ad valorem real estate taxes same (and assessments (“Real Estate Taxes”any accrued interest on the unpaid balance) 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 installments and shall be responsible required to 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 all finesnonpayment thereof; and provided further, penaltiesthat any Imposition relating to a fiscal period of a taxing authority, interest a part of which period is included within the Term of this Lease and costs arising out a part of which is included in a period of time before the commencement of the late payment Term or nonpayment thereofafter the termination of this Lease, except other than a termination of this Lease pursuant to the extent Article 18, shall (whether or not such amounts arise as Imposition shall be assessed, levied, confirmed, imposed, or become a result of (i) an Event of Default or (ii) an event of default by Tenant or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of lien upon the Premises by or shall become payable, during the Term of this Lease) be appropriately pro rated between Landlord (except for transfers to or from and Tenant, an Operating Subtenant 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 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 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, 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 on demand as Supplementary Rent hereunder.

Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the 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, governmental levies and charges, and charges for public utilities of any kind, together with any interest or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, 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 Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant or on account of any use of the 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 improvement district in connection with the use or operation by Tenant of the Premises, any 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 (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by Landlord (except for transfers to or from Tenant, an Operating Subtenant 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 FacilitiesFacility, 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, 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 on demand as Supplementary Rent hereunder.

Impositions. Section 3.1 From and after Borrower will pay (or will cause the Commencement Date and throughout the Termapplicable Subsidiary Guarantor to pay), Tenant shall pay and discharge not later than on or before the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the non-payment thereof, (i) all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositionslevies, license and fees, permit fees, regulatory application feesdues, assessments payable to any owner’s association or similar entity, governmental levies and charges, fines, and charges for public utilities impositions (in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen) of any kind, together with any every character whatsoever (including all penalties and interest thereon) now or penalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall have been or shall be hereafter levied, charged, assessed, confirmed, or imposed upon on, or grow in respect of, or become due and payable out of or for or have become which might constitute a lien on the Premises upon any Property, or any part thereof, or any Buildings estate, right, or personal property interest therein, or upon the rents, issues, income, or profits thereof, (includingii) all premiums on policies of insurance covering, without limitationaffecting, Tenant’s Personal or relating to any Property, as required pursuant to this Loan Agreement, (iii) in or on the Premisesall ground rentals, the Rents other lease rentals, and income payable by Tenant or on account of any use of the Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any salesother sums, useif any, excise, commercial rent, tangible personal property and similar taxes imposed owing by any Governmental Authority Subsidiary Guarantor and becoming due under any lease or improvement district in connection with rental contract affecting any Property, and (iv) all utility charges that are incurred by any Subsidiary Guarantor for the use benefit of each Property or operation by Tenant of the Premiseswhich might become a charge or lien against any Property, any Facilityfor gas, electricity, water, sewer services, and the Tenant’s Personal like furnished to such Property, and all other public or private assessments or charges of a similar nature affecting each Property or any interest and penalties assessed portion thereof, whether or not the nonpayment of same might result in connection therewith as a result of late payment or non-payment of any of the foregoing lien thereon (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively collectively, “Impositions”); provided, however, that Tenant’s obligation to pay directly to . Borrower shall submit (or shall cause the applicable Governmental Authority Subsidiary Guarantor to submit) to Lender such evidence of the due and punctual payment of all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be suspended at Landlord’s electionsuch premiums, rentals, charges, and in such event Tenant shall comply with the terms other sums as Lender might require 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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 Facilities, which shall be the responsibility of Tenant. Tenant, upon request from Landlord, shall submit to Landlord the proper and sufficient receipts or other Lender such evidence of the due and punctual payment of all such taxes, assessments, 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 Sectionfees and charges as Lender might require. If any Impositions are not paid when due from Tenant under this Lease (other than Real Estate Taxes), Landlord Borrower shall have the right, but 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 obligateddeemed or construed in any way as relieving, modifying, or extending Borrower’s covenant to pay any such tax, assessment, fee, or charge at the same following time and in the manner provided herein unless (i) Borrower has given prior written notice to Tenant 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 paymentproceedings, (iii) Borrower shall furnish a good and sufficient bond or surety as requested by and satisfactory to Lender, and (iv) Borrower shall have provided Tenant is not contesting the same pursuant a good and sufficient undertaking as might be required or permitted by law to accomplish a right to do so herein. If Landlord shall make stay of such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Supplementary Rent hereunderproceedings.

Impositions. Section 3.1 From In the event that any general and after special taxes, assessments and governmental charges of any kind and nature whatsoever (collectively "taxes") are lawfully levied against the Commencement Date Premises and/or the improvements thereon and throughout are applicable to any year during the Term, Xxxxxx agrees to pay such taxes, prior to the due date of any tax payment. In addition, Tenant shall pay upon demand any reasonable fees, expenses and discharge not later than costs incurred by Landlord in protesting any assessments, levies or the due tax rate. Tenant shall provide Landlord with evidence of payment of taxes promptly after the payment date therefor and prior for such tax payment. If at any time during the Term of this Lease, the present method of taxation shall be changed so that in lieu of or in addition to the date whole or any finepart of any taxes, penaltyassessments or governmental charges levied, interest assessed or cost may imposed on real estate and the improvements thereon, there shall be added thereto levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such Rents for the non-payment thereofpresent or any future building on the land which comprises the Premises, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term "taxes" for the purposes hereof. Except as set forth in the preceding sentence, "taxes" shall not include any excise, inheritance, estate, succession, transfer, income, gift, franchise or capital stock tax levied upon Landlord nor shall "taxes" include any fees or charges arising from the late payment of taxes unless Xxxxxx failed to make its payment due hereunder as required. Tenant will, at Tenant's own cost and expense, bear, pay, and discharge prior to delinquency, all real estate taxes, assessments, sewer, 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 charges, and charges for public utilities of any kind, together with any interest payments and other charges of every kind and nature whatsoever, ordinary or penalties imposed upon the late payment thereof extraordinary, foreseen or unforeseen, general or special (except all of which are hereinafter sometimes collectively referred to the extent resulting from Landlord’s negligence or willful misconductas "Impositions"), whichwhich shall, pursuant to past, present or future Applicable Lawlaw or otherwise, during, prior to or after (but attributable to a period falling prior to or within) during the Term, shall have been or shall Term be levied, charged, assessed, or imposed upon or grow upon, or become due and payable out of or for or have with respect to, or become a lien on the Premises or any part thereofon, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant Hangars or on account of any use of the Premises and such franchises other Alterations (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 defined in Section 4) located thereon or improvement district in connection with the use or operation by Tenant of the Premises, any Facility, and the Tenant’s Personal Propertytherein, and any interest or penalties for Tenant's late payment thereof; it being the intention of the parties hereto that the Rent reserved herein shall be received and penalties assessed in connection therewith enjoyed by Landlord as a result of late payment or non-payment of any of the foregoing (except to the extent resulting net sum free from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the 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 (“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 or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be 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 as a result of any financing, refinancing, transfer or exchange of the Premises by 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, 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 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 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, 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 on demand as Supplementary Rent hereunderImpositions.