Common use of Payment of Impositions Clause in Contracts

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests), Lessee will payMortgagor shall duly pay and discharge, or cause to be paidpaid and discharged, all Impositions (other not later than Real Estate Taxes and Personal Property Taxesthe due date thereof, or the day on which shall be paid by Lessor) before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for non-paymentthe nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Mortgagor may, if permitted by applicable law and if such payments installment payment would not create or permit the filing of a Lien against the Mortgaged Property, pay the Impositions in installments. Notwithstanding the foregoing, Mortgagor may in good faith, by appropriate proceedings and upon notice to be made directly Mortgagee, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the taxing or other authorities where feasibleIndenture and (without limiting the foregoing) so long as (a) such contest is diligently pursued, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing (b) Mortgagee determines, in its opinion reasonably exercised, that such payments. Lessee’s contest suspends the obligation to pay the tax and that nonpayment of such Impositions shall be deemed absolutely fixed upon tax or assessment will not result in the date such Impositions become a lien upon sale, loss, forfeiture or diminution of the Leased Mortgaged Property or any part thereof. If thereof or any such Imposition mayinterest of Mortgagee therein, at and (c) unless expressly provided to the option contrary in the Indenture, prior to the earlier of the taxpayercommencement of such contest or the delinquency date of the asserted tax or assessment, lawfully Mortgagor deposits with Mortgagee an amount determined by Mortgagee to be adequate to cover the payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Mortgagor shall promptly cause to be paid in installments any amount adjudged by a court of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly after such judgment becomes final (whether or not interest shall accrue on the unpaid balance of such Imposition)and, Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right Mortgagee's rights and remedies during an Event of contest Default, Mortgagee shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest shall be concluded, the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxesassessments, Personal Property Taxes interest, costs and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same penalties shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect prior to the Leased date any writ or order is issued under which the Mortgaged Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessorsold, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, lost or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesforfeited.

Payment of Impositions. Subject to Section 12.2 (ARTICLE XII relating to permitted contests), Lessee will pay, or cause to be paid, Tenant shall pay all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such paymentsas set forth in Section 3.3. LesseeTenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16ARTICLE XVI. Lessor and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLessor, at LessorTenant’s option and at LessorTenant’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and Lessee, at LessorTenant’s expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action (including, without limitation, signing all required forms and documents reasonably necessary for Tenant to file and prosecute such appeal, protest or other action. ), provided that Tenant shall indemnify Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any all losses, claims, obligationsdamages, liabilities costs and loss against expenses (including, without limitation, reasonable attorneys’ fees) arising after the Existing Lease Effective Date suffered or incurred by Lessee in connection with Lessor and caused by such cooperation, including, without limitation, signing or providing any such forms and documents). Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee Tenant to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Lessor shall pay, or cause to be paid, all Real Estate Taxes and Personal Property Taxes. Subject to Section 12.2 (Article 12 relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-paymentnonpayment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article 12) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. If an Imposition becomes fixed during the Term hereof and the Lessee elects to pay such Imposition in installments that continue after the Term hereof, the Lessee's obligation to pay such installments shall survive the termination of this Lease. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. Lessee shall submit copies of Real Estate Taxes and Personal Property Tax invoices to Lessor promptly upon Lessee's receipt of such invoices. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred been declared by Lessor and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Any refund for Real Estate Taxes and Personal Property Taxes shall be promptly remitted to Lessor. Lessor and Lessee shall, upon request of the other, cooperate with the other party and otherwise provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessorassessments, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward proceed at Lessor’s 's sole expense. Upon such Noticenotice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities. To the extent received by it, Lessee shall furnish Lessor with copies of all assessment notices for Real Estate Taxes in sufficient time for Lessor to file any protest with respect to such tax must be made and pay such taxes without penalty.

Payment of Impositions. Subject to Section 12.2 Article 12 (relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions, provided that such Impositions (other than Real Estate Taxes and Personal Property Taxesshall not include any taxes for which Lessor is required to reserve funds pursuant to the Loan Documents, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2Article 12) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx Bxxxxxxx by Lessor to Lessee for reimbursement of any Personal Property Taxes paid by Lessee to Lessor shall be accompanied by copies of a xxxx bxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and Lessee will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayerLessor, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice giving notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. (i) Subject to Section 12.2 (Article 8 relating to permitted contests), Lessee will Tenant shall pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by LessorLandlord) before any fine, penalty, interest interest, or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly shall promptly, upon request, furnish to Lessor Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest interest, or cost may be added thereto. Lessor. (ii) Landlord, at its expense, shall, to the extent required or permitted by applicable lawApplicable Law, prepare and file all tax returns and pay all taxes due in respect of LessorLandlord’s net income, gross receiptsreceipts (from any source other than Rent received by Landlord from Tenant), sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, to the extent required or permitted by applicable laws and regulationsApplicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. Government Agencies. (iii) If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, then the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred been declared by Landlord and be continuing, then any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor Landlord. (iv) Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee . (v) In the event Government Agencies classify any property covered by this Lease as personal property, then Tenant shall file file, or cause Manager to file, all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. LessorEach party shall, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other partyother, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required (or otherwise elects) to file Personal Property Tax returnspersonal property tax returns for property covered by this Lease and/or gross receipts tax returns for Rent received by Landlord from Tenant, Lessee Landlord shall file the same with reasonable cooperation from Tenant. (vi) Landlord shall provide Lessor Tenant with copies of assessment notices in sufficient time for Lessor Tenant to file prepare a protestprotest which Landlord shall file. Lessor Landlord may, upon Notice notice to LesseeTenant, at LessorLandlord’s option and at LessorLandlord’s sole expense, appeal, protest, appeal, or institute such other proceedings (in its or LesseeTenant’s name) as Lessor Landlord may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, Tenant shall fully cooperate with Lessor Landlord in such protest, appeal, or other action. Lessor hereby agrees . (vii) Landlord shall give prompt Notice to indemnify, defend, and hold harmless Lessee from and against Tenant of all Impositions payable by Tenant hereunder of which Landlord at any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessortime has knowledge; provided, however, reserves the right that Landlord’s failure to effect give any such protestnotice shall in no way diminish Tenant’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord’s failure promptly to forward the same). (viii) In addition, appeal or other action and, upon Notice to Lessee, Tenant shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.pay the following:

Payment of Impositions. Subject to Section 12.2 (Article VII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) Article XII as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessee may, at its sole expense, and upon notice to Lessor, protest, appeal or institute such other proceedings (in its or in Lessor’s name) as Lessee may deem appropriate to effect a reduction for these Impositions to be paid by the Lessee, and Lessor, at Lessee’s expense, shall fully cooperate with Lessee in such protest, appeal or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Noticenotice, Lessee, at Lessor’s expense, shall cooperate fully with such activities. If requested by any lender of the Lessor relating to the Leased Property, the Lessee shall provide any funds for the escrow of any Imposition, and the Lessee shall received any income on such escrowed funds and shall receive any funds released from such escrow.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Notice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), contests (a) Lessee will pay, or cause to be paid, all Impositions (other than including Real Estate Taxes, Personal Property Taxes and Personal Property Taxes, which shall be paid by LessorCapital Impositions) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. , and (b) Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. Lessee will pay, or cause to be paid, all Real Estate Taxes, Personal Property Taxes and Capital Impositions before they become delinquent. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes Taxes, Capital Impositions and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx Bxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx bxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Noticenotice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (a) Tenant shall, before interest or penalties are due thereon, pay and discharge all taxes (including real and personal property, franchise, sales, use, gross receipts and rent taxes, including the Michigan Single Business Tax), all charges for any easement or agreement maintained for the benefit of any of the Leased Premises, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to permitted contestsany of the Leased Premises, all ground rents and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant’s possessory interest in the Leased Premises, (iii) any of the Leased Premises or (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the Rent (collectively, the “Impositions”); provided, that nothing herein shall obligate Tenant to pay (A) income, excess profits or other taxes of Landlord (or Lender) which are determined on the basis of Landlord’s (or Lender’s) net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), Lessee will pay(B) any estate, inheritance, succession, gift or cause to be paid, all Impositions similar tax imposed on Landlord or (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by LessorC) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to capital gains tax imposed on Landlord in connection with the taxing or other authorities where feasible, and will promptly furnish to Lessor copies sale of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or Premises to any part thereofPerson. If any such Imposition may, at the option of the taxpayer, lawfully may be paid in installments (whether without interest or not interest penalty, Tenant shall accrue on the unpaid balance of such Imposition), Lessee may exercise have the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) Imposition in installments and installments; in such event, Tenant shall pay such be liable only for those installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively which accrue or become due and before any fine, penalty, premium, further interest or cost may be added theretopayable during the Term. Lessor, at its expense, shall, to the extent required or permitted by applicable law, Tenant shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authoritiesauthorities which relate to the Impositions. If Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any refund governmental authority within ten (10) days after Tenant’s receipt thereof, (2) receipts for payment of all taxes required to be paid by Tenant hereunder within thirty (30) days after the due date thereof and (3) receipts for payment of all other Impositions within ten (10) days after Landlord’s request therefor. (b) Tenant shall pay to Landlord such amounts (each an “Escrow Payment”) monthly or as required by such Lender (but not more often than monthly) so that there shall be in an escrow account an amount sufficient to pay the Escrow Charges (as hereinafter defined) as they become due on an annual basis. As used herein, “Escrow Charges” shall mean (i) at any time following receipt of written request from any taxing authority in respect of any Imposition paid by LesseeLandlord or Lender, the same shall be paid over to real estate taxes and assessments on or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare Premises or payments in lieu thereof and premiums on any insurance required returns by this Lease and reports. Lessee shall file all Personal Property Tax returns (ii) during the last five (5) Lease Years of the Initial Term and during an Renewal Term or if an Event of Default exists, any reserves for capital improvements, deferred maintenance, and/or repair required by any Lender and tenant improvements and leasing commissions required by any Lender in such jurisdictions where amounts as reasonably customarily required for properties of similar type, location and use. Landlord shall determine the amount of the Escrow Charges (it is legally being agreed that if required so to file. Lessorby a Lender, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for such amount shall equal any property classified as personal property. Where Lessor is legally corresponding escrow installments required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by LessorLandlord) and the amount of each Escrow Payment. The Escrow Payments may be commingled with other funds of Landlord or other Persons and no interest thereon shall be due or payable to Tenant unless the Escrow Payments are held by Landlord in which event interest shall accrue thereon at the “day-in, and Lesseeday-out” passbook rate of interest. Landlord shall apply the Escrow Payments only to the payment of the Escrow Charges in such order or priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of the Escrow Charges, at LessorTenant, within ten (10) days after Landlord’s expense as aforesaiddemand therefor, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees pay the amount of the deficiency to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesLandlord.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)Tenant shall, Lessee will payduring the Term of this Lease, or cause to be paidpay and discharge, as Additional Rent, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before prior to the day any fine, penalty, interest or cost may be added thereto as imposed by law for the non-paymentpayment thereof, if such payments day is used to be made directly to determine the taxing or other authorities where feasibledue date of the respective item; provided, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or however, that if, by law, any part thereof. If any such Imposition may, may at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same in such installments, provided such installment payments are not prohibited by the terms of any Mortgage (as hereinafter defined). From and after the Commencement Date, Tenant shall be designated to receive Tax bills and, if at any accrued interest on the unpaid balance time after taxes are issued for any Tax Year, Tenant shall receive a Real Estate Tax xxxx, Tenant shall furnish Landlord with a copy of such Imposition) xxxx. Upon the Expiration Date, Tenant will cooperate in installments and in such event, designating Landlord or its designee to receive Tax bills. Tenant shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes as and taxes on its capital stockwhen due and payable, and Lessee, at its expense, shall, directly to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect taxing authority. Simultaneously with the payment of any Imposition as may be required of such Impositions directly to the imposing authority, Tenant shall send to Landlord written evidence of such timely payment by governmental authoritiesTenant. If any refund Landlord shall be due from any taxing authority in respect provide Tenant with timely written notice of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by LessorTenant. A copy of the Imposition invoice or demand from the applicable imposing authority shall be sufficient evidence of the amount of the subject Impositions. Tenant shall also pay or cause to be paid, and Lesseein the same manner as Impositions are paid, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, any occupancy taxes arising under or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperationthis Lease. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor Tenant shall be accompanied responsible for and shall pay as Additional Rent all penalties, fees, fines, interest, late charges and other similar amounts for the late payment of any Impositions. Tenant shall pay for all utilities directly to the applicable entity. If at any time during the Term Tenant shall default in the payment of any Impositions, or if required by copies the holder of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessorany Mortgage, however, reserves Landlord shall have the right to effect require Tenant (for all or any portion of the remainder of the Term) to pay to Landlord, or to the holder of any Mortgage, in advance, in equal monthly installments, the Impositions estimated by Landlord to be due for the subsequent tax year, such protestamounts to be held in escrow by Landlord or to the holder of any Mortgage, appeal to ensure the full and timely payment of all Impositions thereafter. Any certificate, invoice, advice or other action and, upon Notice to Lessee, xxxx of the applicable imposing authority of nonpayment of an Imposition shall control any be prima facie evidence that such activity, which shall then go forward Imposition is due and unpaid at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesthe time or date stated therein.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments payment thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Noticenotice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other assessing authorities where feasibleunless, in the case of escrows and deposits required to be paid to Lessor or Facility Lender as provided in Section 3.2 hereof, and Lessee will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayerLessor, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Article XII; and subject to the requirement to pay the full amount of escrows and deposits as required under Section 12.23.2 hereof) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice giving notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx Billings for reimbursement of Personal Property Taxes by Lessee to Lessor shall of personal property xxxxx xxall be accompanied by copies of a xxxx bill therefor and payments thereof which identify the personal property propexxx with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxescoming due prior to or during the Term, or which shall be paid by Lessor) relate to any period within the Term or prior to the Term, before any fine, penalty, interest or cost may be added for non-paymentpayment (or earlier if required by any taxing authority), such payments to be made directly to the taxing or other authorities where feasible, and upon written request will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully (without penalty) be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulationsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeImposition, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an , but if such Event of Default shall have has occurred and be continuingis continuing (I.E., any it has not been cured), such refund shall be paid over to or retained Lessor and utilized to cure any such continuing Event of Default. After fully curing such Event of Default, any excess funds from such refund shall be paid by LessorLessor to Lessee. Any such funds retained by Lessor due to an Event of Default Lessor, as provided above, shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is must legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall will provide to Lessor with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor to file a protest. Lessor Lessee may, upon Notice notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, appeal or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, at Lessee's sole cost and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless provided that Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee may not withhold payments pending such challenges except under the conditions set forth in connection with such cooperationArticle XII. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorLessor shall have the right, howeveronce any Event of Default has occurred hereunder (and irrespective of whether such Event of Default is continuing or has been cured), reserves to require that Lessee pay to Lessor 1/12th of the right annual Impositions each month concurrently with the payment of Minimum Rent; provided that, during any period when such payments are being made, Lessor agrees (a) to effect any pay, or cause to be paid, all such protestImpositions prior to delinquency, appeal and (b) upon written request from Lessee, to account to Lessee for all payments then on deposit. Unless Lessee is notified by Lessor otherwise, Lessee shall pay all "Impositions" directly to the appropriate taxing or other action andauthorities to which payments are due, and upon Notice written request Lessee shall provide Lessor written evidence and notice that all such payments have been made. Without limiting any of the other indemnities set forth in this Lease, Lessee hereby agrees to Lesseedefend, shall control indemnify, protect and hold harmless Lessor in connection with any such activity"Impositions" that relate to any time prior to or during the Term, which shall then go forward at Lessor’s sole expense. Upon such Noticeand Lessee acknowledges and agrees that it will not make claims against, Lesseeor otherwise look to, at Lessor’s expense, shall cooperate fully with such activitiesLessor to reimburse Lessee for payments made relating to any period prior to the Commencement Date.

Payment of Impositions. Subject to Section 12.2 (12 relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than excluding Real Estate Taxes and Personal personal property taxes imposed upon the Leased Property Taxes, which shall be paid by and all of the Lessor's other property) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.212) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authoritiesauthorities and pay all amounts due pursuant to such filings and reports. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article Section 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee Lessor shall file all Personal Property Tax returns personal property tax returns, including tax payments, in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, Lessor will maintain and Lessee, to the extent it possesses the same, will provide the other party, upon request, with prepare all cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee Lessor shall provide Lessor Lessee with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the adjustments set forth herein, Lessee will Tenant shall pay, or cause to be paidas Other Additional Rent, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessoras hereinafter defined) before any fine, penalty, interest or cost that may be added for non-paymentlevied or become a lien on the Leased Property or any part thereof at any time (whether prior to or during the Term), such payments without regard to be made directly to prior ownership of said Leased Property, before the taxing or other authorities where feasible, and will promptly same becomes delinquent. Tenant shall furnish to Lessor Landlord on an annual basis copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities, provided, Landlord shall be responsible for the preparation and filing of any such tax returns or reports in respect of any real or personal property owned by Landlord. If Tenant shall be entitled to any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default (as hereinafter defined) shall have occurred hereunder and be continuing. If Landlord shall be entitled to any refund from any taxing authority if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or . Any refunds retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16Section 9.08. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Landlord and Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so file with respect to filetheir respective owned personal property. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses possess the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against Tenant shall provide Landlord copies of all materials filed or incurred by Lessee presented in connection with any such cooperationproceeding. Xxxxxxxx Tenant shall promptly reimburse Landlord for reimbursement all personal property taxes paid by Landlord upon receipt of Personal Property Taxes by Lessee to Lessor shall be accompanied billxxxx xxxompanied by copies of a xxxx therefor bill xxxrefor and payments thereof which identify the personal property with respect to which such payments are made. LessorImpositions imposed in respect to the tax-fiscal period during which the Term commences and terminates shall be adjusted and prorated between Landlord and Tenant on a per diem basis, howeverwith Tenant being obligated to pay its pro rata share from and including the Commencement Date to and including the expiration or termination date of the Term, reserves whether or not such Imposition is imposed before or after such commencement or termination, and Tenant's obligation to pay its prorated share thereof shall survive such termination. Tenant shall also pay to Landlord a sum equal to the right amount which Landlord may be caused to effect pay of any such protestprivilege tax, appeal sales tax, gross receipts tax, rent tax, occupancy tax or like tax (excluding any tax based on net income), hereinafter levied, assessed, or imposed by any federal, state, county or municipal governmental authority, or any subdivision thereof, upon or measured by rent or other action and, upon Notice consideration required to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesbe paid by Tenant under this Agreement.

Payment of Impositions. Subject Tenant shall provide proof to Section 12.2 (relating to permitted contests), Lessee will pay, Landlord that it has paid or cause to be paidpaid and discharged directly to the appropriate governmental authorities (subject to any Fee Mortgage reserve or escrow requirements), all Impositions (other than Real Estate Taxes and Personal Property Taxesas additional rent hereunder, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added thereto (or, if the bills therefor are directed to Landlord and Landlord fails to submit same to Tenant in a timely manner sufficient to permit Tenant to comply with the foregoing, then within ten (10) business days after Landlord's submission of such bills to Tenant), all real estate taxes, personal property taxes, any other taxes, sewer rents, water meter and water charges, excises, levies, license and permit fees, occupancy and rent taxes, charges for nonpublic utilities, special charges, including one-payment, such payments to be made directly to the taxing time or other authorities where feasiblespecial assessments, and will promptly furnish to Lessor copies all other charges or burdens of official receipts whatsoever kind and nature, and whether general or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall special, ordinary or extraordinary, foreseen or unforeseen, which at any time during the Term may be deemed absolutely fixed upon the date such Impositions assessed, levied, confirmed, imposed upon, or become due and payable out of, or in regard of, or become a lien upon on the Leased Property Premises, or any part thereof. If thereof or any such appurtenance thereto, excluding any tax, assessment or charge described in Section 6.2 hereof (hereinafter referred to as "Impositions", and any one of the same being hereinafter referred to as an "Imposition"); provided, however, that: (a) if, by law, any Imposition may, may at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and same, including any accrued interest on the unpaid balance of such Imposition) , in installments and and, in such event, shall pay such installments as may become due during the Term; and (b) all Impositions for the fiscal or tax years in which the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due begins and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund ends shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same apportioned so that Tenant shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for pay only those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments portions thereof which identify correspond with the personal property with respect to which such payments portion of said years as are made. Lessor, however, reserves within the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesTerm.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests), a) Lessee will pay, shall pay or cause to be paid, paid all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, premium, further interest (except as provided in the immediately succeeding sentence with respect to installments) or cost may be assessed or added for non-paymentnonpayment, such payments to be made directly to the taxing or other authorities where feasible. If requested, and will promptly furnish Lessee shall deliver to Lessor copies of official receipts receipts, canceled checks or other documentation reasonably satisfactory proof to Lessor evidencing payment of Impositions to the extent Lessee maintains such payments. Lessee’s obligation to pay such Impositions documentation as part of its customary retention policy; provided, however, that Lessee shall be deemed absolutely fixed upon the date such Impositions become maintain in its records evidence of payment of Taxes for a lien upon the Leased Property or any part thereofperiod of no less than four (4) years. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (regardless whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments installments, and in such event, event Lessee shall pay such only those installments that become due and payable during the Lease Term hereof (subject to Lessee’s right of contest pursuant or relate to the provisions of Section 12.2) Lease Term, as the same respectively become due and before any fine, penalty, premium, further interest or cost may be assessed or added thereto. (b) Lessee shall pay to Lessor on each Rent Payment Date one-twelfth of the Taxes that Lessor estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lessor sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates and (said amounts are hereinafter called the “Tax Escrow Fund”). The Tax Escrow Fund and the other payments of Rent, shall be added together and shall be paid, monthly, as an aggregate sum by Lessee to Lessor. Lessor will apply the Tax Escrow Fund to payments of Taxes required to be made by Lessee pursuant to this Lease. In making any payment relating to the Tax Escrow Fund, Lessor may do so according to any xxxx, statement or estimate procured from the appropriate public office or from Lessee without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim thereof, provided, however, Lessor shall use reasonable efforts to pay such real property taxes sufficiently early to obtain the benefit of any available discounts of which it has knowledge. If the amount of the Tax Escrow Fund shall exceed the amounts due for Taxes, Lessor shall, in its sole discretion, return any excess to Lessee or credit such excess against future payments to be made to the Tax Escrow Fund. Any amount remaining in the Tax Escrow Fund in excess of the Taxes payable by Tenant hereunder shall be promptly returned to Lessee upon the expiration or earlier termination of the Lease. If at any time Lessor reasonably determines that the Tax Escrow Fund is not or will not be sufficient to pay Taxes by the dates set forth above, Lessor shall notify Lessee of such determination and Lessee shall increase its monthly payments to Lessor by the amount that Lessor estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes. (c) Notwithstanding the foregoing paragraphs (a) and (b), Lessee shall have the right to contest any Imposition, subject to the following: (i) such contest shall be at its sole cost and expense, shall(ii) if the Imposition being contested is in the amount of $2,000,000.00 or more, Lessee shall provide prompt notice to Lessor of such Imposition and contest and the grounds thereof, and either (A) have a Required Rating equal to the Trigger Rating or (B) post a letter of credit or other bond in a form reasonably acceptable to Lessor or deposit cash with the Proceeds Trustee in an amount equal to 110% of the amount contested, as reasonably determined by the Lender, to the extent required such contested Imposition is not paid to the applicable Governmental Authority, (iii) such contest shall be by appropriate legal proceedings conducted in good faith and with due diligence, (iv) such contest will operate to suspend the collection of, or permitted by applicable lawother realization upon, prepare such Imposition, from any Property or other interest of Lessor or from any Rent (or otherwise affect Lessee’s obligation to pay, and file all tax returns in respect of Lessor’s net incomeright to receive, gross receiptsRent), sales (v) such contest will not adversely affect the Lender’s lien on any Property, or Lessor’s right to any Property (for purposes hereof, “adversely affecting” being deemed to mean such lien or Lessor’s right is subject to reasonable likelihood of extinguishment), (vi) such contest will not materially and useadversely interfere with the possession, single businessuse or occupancy or sale of any Property, transaction privilege(vii) such contest will not subject Lessor or the Lender to any civil (other than for the amounts being contested) or criminal liability, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to (viii) Lessee shall not postpone the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect payment of any Imposition for such length of time as may be required shall permit the Property to become subject to a lien created by governmental authorities. If any refund shall be due from any taxing authority in respect such item being contested that is prior to the lien of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if Mortgage (other than a lien of real property taxes which are already a first lien) and (ix) no Lease Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reportsexisting. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, pay any Imposition (and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for related costs) promptly after forgoing any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, contest or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies after receipt of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesfinal non-appealable adverse judgment.

Payment of Impositions. Subject to Section 12.2 (12.1 relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.212.1) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. If any provision of any Facility Mortgage requires deposits for payment of real estate taxes or other Impositions to be made with such Facility Mortgagee, Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer the amounts to such Facility Mortgagee, or, pursuant to written direction by Lessor, Lessee shall make such deposits directly with such Facility Mortgagee. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be is due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have has occurred hereunder and be is continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Properties as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Master Lease as personal property, Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to filepersonal property tax returns. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lesseeand with the consent of Lessor (which consent shall not be unreasonably withheld), at Lessor’s option and at LessorLessee’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessee shall reimburse Lessor hereby agrees to indemnifyfor Lessor’s direct costs of cooperating with Lessee for such protest, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against appeal or incurred by Lessee in connection with such cooperationother action. Xxxxxxxx Bxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx bxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorUnless otherwise agreed by Lessor and Lessee, however, reserves notwithstanding the right to effect any such protest, appeal or other action andforegoing, upon Notice the expiration or earlier termination of the Term, all Impositions applicable to Lessee, the final Lease Year of the Term (if a partial calendar year) shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesbe prorated between Lessee and Lessor as set forth in Section 4.3 hereof.

Payment of Impositions. A. Subject to Section 12.2 (Article 8 relating to permitted contests), Lessee will Tenant shall pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the Province and other taxing or other authorities where feasible, and will promptly shall promptly, upon request, furnish to Lessor Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorLandlord, at its expense, shall, to the extent required or permitted by applicable lawApplicable Law, prepare and file all tax returns and pay all taxes due in respect of LessorLandlord’s net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, to the extent required or permitted by applicable laws and regulationsApplicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authoritiesGovernment Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred been declared by Landlord and be continuing, any such refund shall be paid over to or retained by LessorLandlord to be held by Landlord subject to a resolution of any dispute of same between Landlord and Tenant. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Cypress Premises as may be necessary to prepare any required returns and reports. Lessee shall file all Personal It is Landlord and Tenant’s intent that none of the Leased Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the samebe personal property for any purpose, and Lessee, to in the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for event Government Agencies classify any property classified covered by this Lease as personal property. Where Lessor is legally required , such personal property shall be deemed to file be removed from this Lease but will then automatically be added to the leased property under the Personal Property Tax returns, Lessee Lease. Landlord shall provide Lessor Tenant with copies of assessment notices in sufficient time for Lessor Tenant to file prepare a protest, which Landlord shall file upon the Tenant’s request. Lessor Landlord may, upon Notice notice to LesseeTenant, at LessorLandlord’s option and at LessorLandlord’s sole expense, appeal, protest, appeal, or institute such other proceedings (in its or LesseeTenant’s name) as Lessor Landlord may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, Tenant shall fully cooperate with Lessor Landlord in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon action. B. Landlord shall give prompt Notice to LesseeTenant of all Impositions payable by Tenant hereunder of which Landlord at any time has received notice and as to which Tenant has received no other notice; provided, shall control however, that Landlord’s failure to give any such activitynotice shall in no way diminish Tenant’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord’s failure promptly to forward the same). C. In addition, which Tenant shall then go forward timely pay at Lessor’s sole expense. Upon or before the time such Noticebecome due and payable without duplication, Lessee, at Lessor’s expense, shall cooperate fully the following with respect to the period from and after the Commencement Date (while remaining solely liable and paying for such activities.during the period prior to the Commencement Date pursuant to the Asset Purchase Agreement):

Payment of Impositions. Subject to Section 12.2 (the right of Lessor to contest the same, Lessor shall pay all Real Estate Taxes, Personal Property Taxes, and Capital Impositions before any fine, penalty, interest or cost may be added for non-payment, to the extent the failure to do so materially and adversely affects the rights of the Lessee under this Lease, such payments to be made directly to the taxing or other authorities where feasible. Subject to Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Capital Impositions, Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-paymentnonpayment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereofthereof subject to Lessee's right to contest pursuant to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during and any unpaid balance of such Impositions prior to the expiration or earlier termination of the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article 12) as the same respectively become come due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred been declared by Lessor and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, cooperate with the other party and otherwise provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Notwithstanding the foregoing provisions of this Section, Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor Lessor, may, upon Notice notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Lessee may, upon notice to Lessor, at Lessor's option and at Lessee's sole expense, protest, appeal or institute such other proceedings (in its or Lessor's name) as Lessee may deem appropriate to effect a reduction of Impositions to be paid by Lessee, and Lessor, at Lessee's expense, shall fully cooperate with Lessee in such protest, appeal or other action. Lessee hereby agrees to indemnify, defend and hold harmless Lessor from and against any claims, obligations and liabilities against or incurred by Lessor in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Noticenotice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities. To the extent received by it, Lessee shall furnish Lessor with copies of all assessment notices for Real Estate Taxes and Personal Property Taxes in sufficient time for Lessor to file a protest and pay such taxes without penalty. Lessor shall within thirty (30) days after making such payment furnish Lessee with evidence of payment of Capital Impositions, Real Estate Taxes and Personal Property Taxes.

Payment of Impositions. Subject to Section 12.2 (ARTICLE XII relating to permitted contests), during the Term Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property TaxesImpositions, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulationsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if provided no Event of Default shall have occurred hereunder and be continuing. If then exists, but if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or retained Lessor, and Lessee hereby authorizes Lessor to accept any such refunds directly, and hereby authorizes any such taxing authority to pay such amounts directly to Lessor upon receipt of written instructions to do so together with a statement by LessorLessor that an Event of Default has occurred and is continuing. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16ARTICLE XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is legally required so to filerequired. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, appeal or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s expense 's expenses as aforesaid, shall fully reasonably cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless provided that Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee may not withhold payments pending such challenges except under the conditions set forth in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesARTICLE XII.

Payment of Impositions. Subject to Section 12.2 (13 relating to permitted contests), Lessee will pay, or cause to be paid, Tenant shall pay all Impositions (other than Real Estate Taxes payable during the Term as set forth in Section 3.2.1 and Personal Property Taxesfor any tax period occurring during the Term, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added irrespective of whether the Impositions for non-payment, such payments to be made directly to tax period are due and payable after the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such paymentsTerm. LesseeTenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant during the Term, the same shall be paid over to or retained by Lessee Tenant but only if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuingexist hereunder, any such refund shall be paid over to or and retained by LessorLandlord. If Tenant nevertheless receives such refund, Tenant shall, upon receipt, immediately pay such refund over to Landlord in full. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied to amounts due and owing to Landlord under this Lease, as provided Landlord shall determine in Article 16its sole discretion, and, if funds remain after such application, such funds shall continue to be held by Landlord for application on account of additional amounts due and owing to Landlord under this Lease as the same arise. Lessor and Lessee shall, upon request of In the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare event any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for Governmental Authority classifies any property classified covered by this Lease as personal property, Tenant shall file any personal property tax returns that are required with respect thereto. Where Lessor is legally required Subject to file Personal Property Tax returnsthe terms of Section 13, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at LessorTenant’s option and at LessorTenant’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate tax contests to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at LessorTenant’s expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees action to indemnify, defend, the extent required by law and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred reasonably requested by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesTenant.

Payment of Impositions. Subject to Section 12.2 (Article 11 relating to permitted ---------------------- contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes which are due and Personal Property Taxes, owing during the Term and which shall be paid relate to the period covered by Lessor) the Term before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and Lessee will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions and the amount thereof shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and . Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 1615. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it filing is legally required so to filerequired. Lessor, to the extent it possesses the same, Lessor and Lessee, to the extent it possesses the same, Lessee will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, and Lessee shall provide Lessor is obligated for the same hereunder, Lessee will be provided with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice giving 30 days' prior written notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, if requested by Lessee and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx an invoice therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorLessor will cooperate with Lessee in order that Lessee may fulfill its obligations hereunder, however, reserves including the right to effect execution of any such protest, appeal instruments or other action and, upon Notice to documents reasonably requested by Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to ---------------------- permitted contests), Lessee Tenant will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by LessorLandlord) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor Landlord copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s Tenant's right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorLandlord, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by LessorLandlord. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16XVI. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is legally required to so to file. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee Landlord shall provide Lessor Tenant with copies of assessment notices in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s Landlord's name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by LessorTenant, and LesseeLandlord, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor Tenant hereby agrees to indemnify, defend, and hold harmless Lessee Landlord from and against any claims, obligations, and liabilities and loss against or incurred by Lessee Landlord in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes personal property taxes by Lessee Tenant to Lessor Landlord shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorLandlord, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to LesseeTenant, shall control any such activity, which shall then go forward at Lessor’s Landlord's sole expense. Upon such Noticenotice, LesseeTenant, at Lessor’s Landlord's expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), during the Term Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property TaxesImpositions, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulationsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if provided no Event of Default shall have occurred hereunder and be continuing. If then exists, but if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or retained Lessor, and Lessee hereby authorizes Lessor to accept any such refunds directly, and hereby authorizes any such taxing authority to pay such amounts directly to Lessor upon receipt of written instructions to do so together with a statement by LessorLessor that an Event of Default has occurred and is continuing. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is legally required so to filerequired. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice notice to LesseeLessor, at LessorLessee’s option and at LessorLessee’s sole cost and expense, protest, appeal, appeal or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s expense expenses as aforesaid, shall fully reasonably cooperate with Lessor Lessee in such protest, appeal, or other action, provided that Lessee may not withhold payments pending such challenges except under the conditions set forth in Article XII. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx Bxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx bxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. (a) Subject to Section 12.2 (Article 8 relating to permitted contests), Lessee will Tenant shall pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by LessorLandlord) before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly shall promptly, upon request, furnish to Lessor Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorLandlord, at its expense, shall, to the extent required or permitted by applicable lawApplicable Law, prepare and file all tax returns and pay all taxes due in respect of LessorLandlord’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, to the extent required or permitted by applicable laws and regulationsApplicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authoritiesGovernment Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred been declared by Landlord and be continuing, any such refund shall be paid over to or retained by LessorLandlord. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. LessorEach party shall, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other partyother, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax returnspersonal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Lessee Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Lessor Tenant with copies of assessment notices in sufficient time for Lessor Tenant to file prepare a protestprotest which Landlord shall file. Lessor Landlord may, upon Notice notice to LesseeTenant, at LessorLandlord’s option and at LessorLandlord’s sole expense, appeal, protest, appeal, or institute such other proceedings (in its or LesseeTenant’s name) as Lessor Landlord may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, Tenant shall fully cooperate with Lessor Landlord in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon action. Landlord shall give prompt Notice to LesseeTenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, shall control however, that Landlord’s failure to give any such activitynotice shall in no way diminish Tenant’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord’s failure promptly to forward the same). In addition, which Tenant shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.pay the following:

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests), Lessee will Tenant shall pay, or cause to be paidas Additional Rent, all Impositions that may be levied or become a lien on the Leased Property or any part thereof at any time (other than Real Estate Taxes and Personal Property Taxeswhether prior to or during the Term), which shall be paid by Lessor) without regard to prior ownership of said Leased Property, before any fine, penalty, interest interest, or cost is incurred; provided, however, Tenant may contest any Imposition in accordance with §3.7 and further provided that for an Imposition that is levied prior to expiration of the Term but relates to periods accruing after the Term, Tenant shall only be added responsible for non-paymentthat portion of the Imposition accruing during the Term. Tenant shall deliver to Landlord [i] not more than five days after the due date of each Imposition, copies of the invoice for such payments to be made directly to Imposition and the taxing check delivered for payment thereof, but only for Impositions that are not paid on a monthly basis; and [ii] not more than 30 days after the due date of each Imposition, a copy of the official receipt evidencing such payment or other authorities where feasible, and will promptly furnish proof of payment satisfactory to Lessor copies of official receipts or other satisfactory proof evidencing such paymentsLandlord. LesseeTenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If Tenant shall be entitled to any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuingcontinuing and if Tenant shall have paid all Impositions due and payable as of the date of the refund. If Landlord shall be entitled to any refund from any taxing authority if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or . Any refunds retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be timely applied as provided to an obligation of Tenant in Article 16the order which Landlord may determine in Landlord’s reasonable discretion. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at LessorTenant’s option and at LessorTenant’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at LessorTenant’s expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred Tenant shall reimburse Landlord for all personal property taxes paid by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement Landlord within 30 days after receipt of Personal Property Taxes by Lessee to Lessor shall be xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorImpositions imposed in respect to the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Landlord and Tenant, howeverwhether or not such Imposition is imposed before or after such termination, reserves the right and Tenant’s obligation to effect any pay its prorated share thereof shall survive such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiestermination.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the adjustments set forth ---------------------- herein, Lessee will Tenant shall pay, or cause in the manner set forth in Section 3.04, as Additional Rent, to be paid, the Landlord an amount equal to the amount necessary to pay all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessoras hereinafter defined) before any fine, penalty, interest or cost that may be added for non-paymentlevied or become a lien on any Leased Property or any part thereof at any time (whether prior to or during the Term), such payments without regard to be made directly to prior ownership of said Leased Property, before the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such paymentssame becomes delinquent. Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the any Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities, provided, however, that Tenant shall provide to Landlord copies of all filings of such tax returns or reports in respect of any real or personal property owned by Landlord. If Tenant shall be entitled to any refund shall be due in respect of such Impositions from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event Any refunds in respect of Default shall have occurred and be continuing, any such refund shall be paid over to or Impositions retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16Section 9.08. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the a Leased Property as may be necessary to prepare any required tax returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Landlord and Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so file with respect to filetheir respective owned personal property. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing such returns or reports for any property so classified as personal property. Where Lessor To the extent that Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against Tenant shall provide Landlord copies of all materials filed or incurred by Lessee presented in connection with any such cooperationproceeding. Xxxxxxxx Tenant shall promptly reimburse Landlord for reimbursement all taxes paid by Landlord, which were not paid with deposits received from Tenant, upon receipt of Personal Property Taxes by Lessee to Lessor shall be xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorImpositions imposed with respect to the tax-fiscal period during which the Term commences and terminates as to each Leased Property shall be adjusted and prorated between Landlord and Tenant on a per diem basis, howeverwith Tenant being obligated to pay its pro rata share from and including the Commencement Date to and including the expiration or termination date of the Term or Extension Term, reserves as the right case may be, whether or not such Imposition is imposed before or after such commencement or termination, and Tenant's obligation to effect pay its prorated share thereof shall survive such termination. Tenant shall also pay to Landlord a sum equal to the amount which Landlord may be caused to pay of any such protestprivilege tax, appeal sales tax, gross receipts tax, rent tax, occupancy tax or like tax (excluding any tax based on net income), hereinafter levied, assessed, or imposed by any federal, state, city, county or municipal or other action andlocal governmental authority, or any subdivision thereof, upon Notice or measured by rent or other consideration required to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesbe paid by Tenant under this Lease.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to ---------------------- permitted contests), Lessee Tenant will pay, or cause to be paid, pay all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such paymentsas set forth in Section 3.1(b)(1). Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Master Lease as personal property, Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLessor, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and Lessee, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee Tenant to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, pay all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be is added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, taxpayer any Imposition may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Lessee may exercise the option to pay the same (in the required installments provided it also pays any and any accrued all interest on the unpaid balance of such Imposition) in installments due thereon as and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added theretowhen due. Lessor, at its expense, Lessor shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales sale and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, . Lessee shall, to the extent required or permitted by applicable laws and regulationslaw, prepare and file as and when required all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in authorities with respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16all Impositions. Lessor and Lessee shallXxxxxx shall each, upon request of the otherrequest, provide the other with such data data, including without limitation cost and depreciation records, as is maintained by the party to whom the request is made with respect to the Leased Property as may be is necessary to prepare any required returns and reports. If any provision of any Facility Mortgage requires deposits for payment of Impositions, Lessee shall either pay the required deposits to Lessor monthly and Lessor shall make the required deposits, or, if directed in writing to do so by Lessor, Lessee shall make such deposits directly. Lessee shall be entitled to receive and retain any refund from a taxing authority in respect of an Imposition paid by Xxxxxx if at the time of the refund no Event of Default has occurred and is continuing, but if an Event of Default has occurred and is continuing at the time of the refund, Lessee shall not be entitled to receive or retain such refund and if and when received by Lessor such refund shall be applied as provided in Article XVI. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Billings for reimbursement by Xxxxxx to Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor taxes shall be accompanied by copies of a xxxx bill therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessee may, upon Notice to and with the prior written consent of Lessor, howeverwhich consent shall not be unreasonably withheld, reserves the right at Xxxxxx's sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Xxxxxx's expense as aforesaid, shall cooperate with Lessee in such protest, appeal, or other action. In any such proceeding brought by Lessor, Lessee shall cooperate with Lessor at Xxxxxx's sole cost and expense. Lessee shall reimburse Lessor for Xxxxxx's direct costs of cooperating with Xxxxxx for such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesaction.

Payment of Impositions. Subject to Section 12.2 (Article XI relating to permitted contests), Lessee will pay, pay or cause to be paid, paid all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and Lessee will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions and the amount thereof shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become becomes due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and . Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XV. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it filing is legally required so to filerequired. Lessor, to the extent it possesses the same, Lessor and Lessee, to the extent it possesses the same, Lessee will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, and Lessee shall provide Lessor is obligated for the same hereunder, Lessee will be provided with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Lessor may, Lessee may upon Notice giving 30 days' prior written notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, if requested by Lessee and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for Billxxxx xxx reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx an invoice therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorLessor will cooperate with Lessee in order that Lessee may fulfill its obligations hereunder, however, reserves including the right to effect execution of any such protest, appeal instruments or other action and, upon Notice to documents reasonably requested by Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxescoming due prior to or during the Term, or which shall be paid by Lessor) relate to any period within the Term or prior to the Term, before any fine, penalty, interest or cost may be added for non-paymentpayment (or earlier if required by any taxing authority), such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully (without penalty) be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulationsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeImposition, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an , but if such Event of Default shall have has occurred and be continuingis continuing (i.e., any it has not been cured), such refund shall be paid over to or retained Lessor and utilized to cure any such continuing Event of Default. After fully curing such Event of Default, any excess funds from such refund shall be paid by LessorLessor to Lessee. Any such funds retained by Lessor due to an Event of Default Lessor, as provided above, shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is must legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall will provide to Lessor with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor to file a protest. Lessor Lessee may, upon Notice notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, appeal or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, at Lessee's sole cost and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action, provided that Lessee may not withhold payments pending such challenges except under the conditions set forth in Article XII. Lessor shall have the right to require that Lessee pay to Lessor 1/12th of the annual Impositions each month concurrently with the payment of Minimum Rent, effective (a) upon the occurrence of any Event of Default relating to the payment or nonpayment of Impositions (and irrespective of whether such Event of Default is continuing or has been cured); (b) as to any Event of Default not covered in the preceding subparagraph (a), upon the occurrence of the second Event of Default under this Lease (and irrespective of whether any such Events of Default are continuing or have been cured); and (c) once any Event of Default has occurred hereunder that has not been cured within sixty (60) days. Unless Lessee is notified by Lessor otherwise, Lessee shall pay all Impositions directly to the appropriate taxing or other authorities to which payments are due, and Lessee shall provide Lessor written evidence and notice that all such payments have been made. Without limiting any of the other indemnities set forth in this Lease, Lessee hereby agrees to defend, indemnify, defend, protect and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee Lessor in connection with such cooperation. Xxxxxxxx any Impositions that relate to any time prior to or during the Term, and Lessee acknowledges and agrees that it will not make claims against, or otherwise look to, Lessor to reimburse Lessee for reimbursement of Personal Property Taxes by Lessee payments made relating to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify any period prior to the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesCommencement Date.

Payment of Impositions. (a) Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will ----------- pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property TaxesLessor Impositions, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof, subject to Lessee's right of contest pursuant to the provisions of Article XII. If any such Imposition may, at the option of the taxpayer, ----------- lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments payable during the Term and in such event, shall pay such installments during and any unpaid balance of such Impositions prior to the expiration or earlier termination of the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. . (b) Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. . (c) If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred been declared by Lessor and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. ----------- (d) Lessor and Lessee shall, upon request of the other, cooperate with the other party and otherwise provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. . (e) Lessor may, upon Notice notice to LesseeLessee and to the extent not prohibited by the Management Agreement, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward proceed at Lessor’s 's sole expense. Upon such Noticenotice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities. (f) To the extent received by it, Lessee shall furnish Lessor with copies of all assessment notices for Real Estate Taxes and Personal Property Taxes in sufficient time for Lessor to file a protest and pay such taxes without penalty. Lessor shall within thirty (30) days after making such payment furnish Lessee with evidence of payment of Capital Impositions, Real Estate Taxes and Personal Property Taxes.

Payment of Impositions. (a) Subject to Section 12.2 the right of Lessor to contest same and Subsection 5.1 (f) below, Lessor shall pay all Real Estate Taxes, Personal Property Taxes and Capital Impositions before the fine, penalty, interest or cost may be added for non-payment, to the extent the failure to do so could materially and adversely affect the rights of the Lessee under this Lease, such payments to be made directly to the taxing or other authorities where feasible. (b) Subject to Article 12 relating to permitted contests)contests and Subsection 5.1 (f) below, Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes, Personal Property Taxes and Personal Property TaxesCapital Impositions, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments occurring during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2) Article 12 as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. . (c) Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes Taxes, Capital Impositions and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any other, Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all personal property tax returns with respect to Lessee's Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee Lessor shall provide Lessor Lessee with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. . (d) Lessor may, upon Notice notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate Real Estate Taxes or personal property assessments for those Personal Property Taxes or Capital Impositions to be paid by Lessor, and Lessee, Lessee (at Lessor’s 's expense as aforesaid, ) shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for Lessee may, upon notice to Lessor, at Lessee's option and at Lessee's sole expense, protest, appeal, or institute such other proceedings (in its or Lessor's name) as Lessee may deem appropriate to effect a reduction of those Impositions to be paid by Lessee, and Lessor (at Lessee's expense as aforesaid) shall fully cooperate with Lessee in such protest, appeal, or other action. Lessee hereby agrees to indemnify, defend, and hold harmless Lessor from and against any claims, obligations, and liabilities against or incurred by Lessor in connection with such cooperation. (e) Billxxxx xxx any reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor bill xxxrefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Noticenotice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities. (f) Subject to the rights of Lessor and Lessee to contest same as provided herein, Lessee shall pay thirteen percent (13%) and Lessor shall pay eighty-seven (87%) of any sales or use taxes imposed by the State of Florida on any of the payments of Rent by Lessee under this Lease. Lessee shall be solely responsible for all sales or use taxes in imposed by any other State or taxing jurisdiction upon the payments of Rent by Lessee under this Lease.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the adjustments set forth ---------------------- herein, Lessee will Tenant shall pay, or cause in the manner set forth in Section 3.04, as Additional Rent, to be paid, the Landlord an amount equal to the amount necessary to pay all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessoras hereinafter defined) before any fine, penalty, interest or cost that may be added for non-paymentlevied or become a lien on any Leased Property or any part thereof at any time (whether prior to or during the Term), such payments without regard to be made directly to prior ownership of said Leased Property, before the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such paymentssame becomes delinquent. Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the any Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities, provided, however, that Tenant shall provide to Landlord copies of all filings of such tax returns or reports in respect of any real or personal property owned by Landlord. If Tenant shall be entitled to any refund shall be due in respect of such Impositions from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event Any refunds in respect of Default shall have occurred and be continuing, any such refund shall be paid over to or Impositions retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16Section 9.08. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the a Leased Property as may be necessary to prepare any required tax returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Landlord and Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so file with respect to filetheir respective owned personal property. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing such returns or reports for any property so classified as personal property. Where Lessor To the extent that Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against Tenant shall provide Landlord copies of all materials filed or incurred by Lessee presented in connection with any such cooperationproceeding. Xxxxxxxx Tenant shall promptly reimburse Landlord for reimbursement all taxes paid by Landlord, which were not paid with deposits received from Tenant, upon receipt of Personal Property Taxes by Lessee to Lessor shall be xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorImpositions imposed with respect to the tax- fiscal period during which the Term commences and terminates as to each Leased Property shall be adjusted and prorated between Landlord and Tenant on a per diem basis, howeverwith Tenant being obligated to pay its pro rata share from and including the Commencement Date to and including the expiration or termination date of the Term or Extension Term, reserves as the right case may be, whether or not such Imposition is imposed before or after such commencement or termination, and Tenant's obligation to effect pay its prorated share thereof shall survive such termination. Tenant shall also pay to Landlord a sum equal to the amount which Landlord may be caused to pay of any such protestprivilege tax, appeal sales tax, gross receipts tax, rent tax, occupancy tax or like tax (excluding any tax based on net income), hereinafter levied, assessed, or imposed by any federal, state, city, county or municipal or other action andlocal governmental authority, or any subdivision thereof, upon Notice or measured by rent or other consideration required to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesbe paid by Tenant under this Lease.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), during the Term Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property TaxesImpositions, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulationsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if provided no Event of Default shall have occurred hereunder and be continuing. If then exists, but if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or retained Lessor, and Lessee hereby authorizes Lessor to accept any such refunds directly, and hereby authorizes any such taxing authority to pay such amounts directly to Lessor upon receipt of written instructions to do so together with a statement by LessorLessor that an Event of Default has occurred and is continuing. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is legally required so to filerequired. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, appeal or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s expense 's expenses as aforesaid, shall fully reasonably cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless provided that Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee may not withhold payments pending such challenges except under the conditions set forth in connection with such cooperationArticle XII. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.-9-

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-paymentnon‑payment, with such payments to be made directly to the taxing or other authorities where feasibleassessing authorities, unless, in the case of escrows and deposits, such Impositions are required to be paid to Lessor or Facility Lender as provided in Section 3.2, and Lessee will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in with respect of to any Imposition paid by Lessee, the same shall be paid over to to, or retained by by, Lessee if provided no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied to Lessee's obligations as provided in Article 16reasonably determined by Lessor. Lessor and Lessee shall, upon request of the other, provide such any data as (a) that is maintained by the party to whom the request is made with respect made, and (b) that pertains to the Leased Property Property, as may be necessary to prepare any required returns and reports. In the event that any Governmental Body classifies any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where In the event that Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value as soon as reasonably practicable, and in any event, in sufficient time for Lessor Lessee to file a protest. Lessor After obtaining written approval from Lessor, which approval shall not be unreasonably withheld, conditioned or delayed, Lessee may, upon Notice to at Lessee, at Lessor’s option 's sole cost and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by assessments, and Lessor, and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the adjustments set forth herein, Lessee will Tenant shall pay, or cause to be paidas Other Additional Rent, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessoras hereinafter defined) before any fine, penalty, interest or cost that may be added for non-paymentlevied or become a lien on the Leased Property or any part thereof at any time (whether prior to or during the Term), such payments without regard to be made directly to prior ownership of said Leased Property, before the taxing or other authorities where feasible, and will promptly same becomes delinquent. Tenant shall furnish to Lessor Landlord on an annual basis copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities, provided, Landlord shall be responsible for the preparation and filing of any such tax returns or reports in respect of any real or personal property owned by Landlord. If Tenant shall be entitled to any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default (as hereinafter defined) shall have occurred hereunder and be continuing. If Landlord shall be entitled to any refund from any taxing authority if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or . Any refunds retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16Section 9.08. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Landlord and Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so file with respect to filetheir respective owned personal property. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses possess the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against Tenant shall provide Landlord copies of all materials filed or incurred by Lessee presented in connection with any such cooperationproceeding. Xxxxxxxx Tenant shall promptly reimburse Landlord for reimbursement all personal property taxes paid by Landlord upon receipt of Personal Property Taxes by Lessee to Lessor shall be accompanied billxxxx xxxompanied by copies of a xxxx therefor bill xxxrefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves Impositions imposed in respect to the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, tax-fiscal period during which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.the Term commences

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the terms of Article XII, Lessee Tenant will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing authorities or other authorities party to whom such Imposition is payable where feasible, and Tenant will promptly promptly, upon request, furnish to Lessor Landlord copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s Tenant's obligation to pay such the Impositions shall be deemed absolutely fixed upon the date such Impositions become the Imposition becomes a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayerLandlord, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s Tenant's right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorLandlord, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, expense and to the extent required or permitted by applicable laws and regulations, regulations shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16XVI. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it filing is required and Tenant may legally required so to filemake such filing. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice giving notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at Lessor’s expense as aforesaidTenant's expense, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement by Tenant to Landlord of Personal Property Taxes by Lessee to Lessor personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (relating to permitted ---------------------- contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Notice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the adjustments set forth herein, Lessee will Tenant shall pay, or cause in the manner set forth in Section 3.04, as Additional Rent, to be paid, the Landlord an amount equal to the amount necessary to pay all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessoras hereinafter defined) before any fine, penalty, interest or cost that may be added for non-paymentlevied or become a lien on any Leased Property or any part thereof at any time (whether prior to or during the Term), such payments without regard to be made directly to prior ownership of said Leased Property, before the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such paymentssame becomes delinquent. Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the any Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities, provided, however, that Tenant shall provide to Landlord copies of all filings of such tax returns or reports in respect of any real or personal property owned by Landlord. If Tenant shall be entitled to any refund shall be due in respect of such Impositions from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event Any refunds in respect of Default shall have occurred and be continuing, any such refund shall be paid over to or Impositions retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16Section 9.08. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the a Leased Property as may be necessary to prepare any required tax returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Landlord and Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so file with respect to filetheir respective owned personal property. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing such returns or reports for any property so classified as personal property. Where Lessor To the extent that Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against Tenant shall provide Landlord copies of all materials filed or incurred by Lessee presented in connection with any such cooperationproceeding. Xxxxxxxx Tenant shall promptly reimburse Landlord for reimbursement all taxes paid by Landlord, which were not paid with deposits received from Tenant, upon receipt of Personal Property Taxes by Lessee to Lessor shall be xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorImpositions imposed with respect to the tax-fiscal period during which the Term commences and terminates as to each Leased Property shall be adjusted and prorated between Landlord and Tenant on a per diem basis, howeverwith Tenant being obligated to pay its pro rata share from and including the Commencement Date to and including the expiration or termination date of the Term or Extension Term, reserves as the right case may be, whether or not such Imposition is imposed before or after such commencement or termination, and Tenant's obligation to effect pay its prorated share thereof shall survive such termination. Tenant shall also pay to Landlord a sum equal to the amount which Landlord may be caused to pay of any such protestprivilege tax, appeal sales tax, gross receipts tax, rent tax, occupancy tax or like tax (excluding any tax based on net income), hereinafter levied, assessed, or imposed by any federal, state, city, county or municipal or other action andlocal governmental authority, or any subdivision thereof, upon Notice or measured by rent or other consideration required to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesbe paid by Tenant under this Lease.

Payment of Impositions. Subject to Section 12.2 Article 12 (relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions, provided that such Impositions (other than Real Estate Taxes and Personal Property Taxesshall not include any taxes for which Lessor is required to reserve funds pursuant to the Loan Documents, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2Article 12) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx by Lessor to Lessee for reimbursement of any Personal Property Taxes paid by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the provisions of Article 12, Lessee Tenant will pay, pay or cause to be paid, paid all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasibleand Tenant will promptly, and will promptly upon request, furnish to Lessor Landlord copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, Tenant shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect Refunds of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition Impositions paid by Lessee, the same Tenant shall be paid over to or retained by Lessee if no Event Tenant. Landlord shall remit promptly to Tenant any refunds of Default shall have occurred hereunder Impositions received by Landlord. Landlord and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the each Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, Tenant will provide the other partyLandlord, upon request, with cost and depreciation records in its possession that are reasonably necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor Tenant may, upon Notice to Lessee, at Lessor’s option Tenant's sole cost and at Lessor’s sole expense, protest, appeal, appeal or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by LessorImpositions, and Lessee, at Lessor’s expense as aforesaid, Landlord shall fully cooperate with Lessor Tenant in such protest, appeal, appeal or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection Tenant shall reimburse Landlord for Landlord's direct costs of cooperating with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property Tenant with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action andand shall indemnify, upon Notice to Lessee, defend and hold Landlord harmless against any expense or loss as a result thereof. The foregoing shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesnot be construed as indemnifying Landlord against its own grossly negligent acts or omissions or willful misconduct.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the adjustments set forth herein, Lessee will Tenant shall pay, or cause to be paidas Additional Rent, all Impositions (other than Real Estate Taxes and Personal as hereinafter defined) that may be levied or become a lien on the Leased Property Taxesor any part thereof at any time (whether prior to or during the Term), which shall be paid by Lessor) without regard to prior ownership of said Leased Property, before any fine, penalty, interest interest, or cost may be added for non-paymentis incurred. Tenant shall, such payments to be made directly to the taxing or other authorities where feasibleupon request from Landlord, and will promptly furnish to Lessor Landlord copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If Tenant shall be entitled to any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default (as hereinafter defined) shall have occurred hereunder and be continuing. If Landlord shall be entitled to any refund from any taxing authority if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or . Any refunds retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16Section 9.08. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.other

Payment of Impositions. Subject to Section 12.2 (Article XI relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and Lessee will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions and the amount thereof shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and . Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeLxxxxx, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XV. Lessor and Lessee Lxxxxx shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it filing is legally required so to filerequired. Lessor, to the extent it possesses the same, Lessor and Lessee, to the extent it possesses the same, Lxxxxx will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor and Lxxxxx is obligated for the same hereunder, Lxxxxx will be provided with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice giving 30 days’ prior written notice to LesseeLessor, at LessorLxxxxx’s option and at LessorLxxxxx’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, if requested by Lxxxxx and Lessee, at LessorLxxxxx’s expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx Billings for reimbursement of Personal Property Taxes by Lessee Lxxxxx to Lessor of personal property taxes shall be accompanied by copies of a xxxx an invoice therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorLessor will cooperate with Lessee in order that Lxxxxx may fulfill its obligations hereunder, however, reserves including the right to effect execution of any such protest, appeal instruments or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesdocuments reasonably requested by Lxxxxx.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee Lessor shall provide Lessor Lessee with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice notice to LesseeLessor, at LessorLessee’s option and at LessorLessee’s sole expense, protest, appeal, or institute such other proceedings (in its or LesseeLessor’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessee, and Lessor, and at Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor Lessee hereby agrees to indemnify, defend, and hold harmless Lessee Lessor from and against any claims, obligations, and liabilities and loss against or incurred by Lessee Lessor in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes personal property taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Noticenotice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (a) Tenant shall, before interest or penalties are due thereon, pay and discharge all taxes (including real and personal property, franchise, sales, use, gross receipts and rent taxes, transaction privilege, education or other excise taxes), all charges for any easement or agreement maintained for the benefit of any of the Leased Premises, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to permitted contestsany of the Leased Premises, all ground rents and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant's possessory interest in the Leased Premises, (iii) any of the Leased Premises, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale to Landlord of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the Rent, or (v) any Lender by reason of any Note, Mortgage, Assignment or other document evidencing or securing a Loan and which (as to this clause (v)) Landlord has agreed to pay (collectively, the "Impositions"); provided, that nothing herein shall obligate Tenant to pay (A) income, excess profits or other taxes of Landlord (or Lender) which are determined on the basis of Landlord's (or Lender's) net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), Lessee will pay(B) any estate, inheritance, succession, gift or cause similar tax imposed on Landlord or (C) any capital gains tax or real property transfer or intangibles tax imposed on Landlord in connection with the sale of the Leased Premises to any Person. If any Imposition may be paidpaid in installments without interest or penalty, Tenant shall have the option to pay such Imposition in installments; in such event, Tenant shall be liable only for those installments which accrue or become due and payable during the Term. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (other than Real Estate Taxes and Personal Property Taxes10) days after Tenant's receipt thereof, which shall (2) receipts for payment of all taxes required to be paid by LessorTenant hereunder within thirty (30) before any finedays after the due date thereof and (3) receipts for payment of all other Impositions within ten (10) days after Landlord's request therefor. (b) Following the occurrence of an Event of Default, penalty, interest Tenant shall pay to Landlord such amounts (each an "Escrow Payment") monthly or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition mayquarterly, at the option of the taxpayer, lawfully be paid in installments Landlord (whether or but not interest shall accrue on the unpaid balance of such Impositionmore often than monthly), Lessee may exercise the option so that there shall be in an escrow account an amount sufficient to pay the same Escrow Charges (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2as hereinafter defined) as the same respectively they become due and before any fineprovided, penaltyhowever, premium, further interest that each Escrow Payment shall not be greater than one twelfth (in the case of monthly payments) or cost may be added thereto. Lessor, at its expense, shall, to one quarter (in the extent required or permitted by applicable law, prepare and file all tax returns in respect case of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request quarterly payments) of the otherannual amount of the annual Escrow Charges as estimated by Landlord. As used herein, provide such data as is maintained by the party to whom the request is made "Escrow Charges" shall mean real estate taxes and assessments on or with respect to the Leased Property as may be necessary to prepare Premises or payments in lieu thereof and premiums on any insurance required returns and reportsby this Lease. Lessee Landlord shall file all Personal Property Tax returns in reasonably determine the amount of the Escrow Charges (it being agreed that if required by a Lender, such jurisdictions where it is legally amount shall equal any corresponding escrow installments required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by LessorLandlord) and the amount of each Escrow Payment, and Lesseetaking into account any balance remaining in escrow at the beginning of each Lease Year. The Escrow Payments may not be commingled with other funds of Landlord or other Persons. Landlord shall apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as they become due or as required by law. If at any time the Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of the Escrow Charges, at Lessor’s expense as aforesaidTenant, within ten (10) Business Days after Landlord's demand therefor, shall fully cooperate with Lessor in such protest, appeal, pay the amount of the deficiency to Landlord. At the end of the Term any Escrow Payments held by Landlord or other action. Lessor hereby agrees Lender which are applicable to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against period after the expiration of the Term or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement the termination of Personal Property Taxes by Lessee to Lessor this Lease shall be accompanied by copies promptly refunded to Tenant. Notwithstanding anything to the contrary in this Paragraph 9(b), payment of a xxxx therefor and payments thereof Escrow Charges shall be required only for six (6) months following the date on which identify the personal property with respect Event of Default which gave rise to which such payments are made. Lessorthe requirement to make Escrow Payments is cured, provided, however, reserves that if a third Event of Default occurs, Landlord shall have the right to effect any require Tenant to pay and Tenant shall pay such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesEscrow Charges for the balance of the Term.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for Billxxxx xxx reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor bill xxxrefor and payments payment thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Noticenotice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XI relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and Lessee will promptly upon request furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions and the amount thereof shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, Lessor at its expense, expense shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, . Lessee at its expense, expense shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeLessee in respect of any period prior or subsequent to the date hereof, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XV. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it filing is legally required so to filerequired. Lessor, to the extent it possesses the same, Lessor and Lessee, to the extent it possesses the same, Lessee will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, and Lessee shall provide Lessor is obligated for the same hereunder, Lessee will be provided with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice giving 30 days' prior written notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, if requested by Lessee and at Lessee, at Lessor’s 's expense as aforesaid, shall fully will cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx an invoice therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorLessor will cooperate with Lessee in order that Lessee may fulfill its obligations hereunder, however, reserves including the right to effect execution of any such protest, appeal instruments or other action and, upon Notice to documents reasonably requested by Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 4.1. Through the term of this Lease, Lessee shall pay (relating to permitted contestsexcept as hereinafter in Section 4.3 hereof provided), Lessee will payas and when the same become due, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the non-paymentpayment thereof, such payments all taxes, assessments, water and sewer charges, charges for public utilities, excises, levies, license and permit fees and other governmental charges, of any kind and nature whatsoever which at any time prior to be made directly to or during the taxing or other authorities where feasible, and will promptly furnish to Lessor copies term of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions this Lease may become a lien upon on (i) the Leased Property Premises or any part thereof or any appurtenances thereto or personal property therein; (ii) the rent, income or other payments received by Lessee or anyone claiming by, through or under Lessee; (iii) any use or occupation of the Leased Premises thereon or personal property therein; (iv) such franchises as may be appurtenant to the use of the Leased Premises or personal property therein; and (v) this transaction, or any document to which Lessee is a party, creating or transferring an interest or estate in the Leased Premises or any part thereof. If , or personal property therein (all such taxes, assessments, water and sewer rents, transit taxes, rates and charges, charges for public utilities, excises, levies, license fees and other governmental charges being hereinafter referred to as "Impositions", and any such of the same being hereinafter referred to as an "Imposition"); provided, however, that: (a) If, by law, any Imposition may, may at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), ) Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively 'become due during the term of this Lease and before any and fine, penalty, premium, further interest or cost may be added thereto. Lessor; provided, at its expensehowever, shallthat the amount of all installments of any such Imposition, which are to become due and payable after the expiration of the term of this Lease, shall be paid on or before the date which shall be one (1) year immediately prior to the date of such expiration or on such later date if such Imposition is levied thereafter; and (b) Any Imposition, other than Impositions which have been converted into installment payments by Lessee pursuant to subparagraph 4.1 (a) relating to a fiscal period of the taxing authority, a part of which period is included within the term of this Lease and a part of which is included in a period of time after the expiration of this Lease, shall (whether or not such Imposition shall become payable during the term of this Lease) be adjusted between Lessor and Lessee as of that portion of such Imposition which that part of such fiscal period included in the period of time before the expiration of this Lease bears to such fiscal period, and Lessor shall pay the remainder thereof; provided, however, that if Lessee shall be in default in the performance of any of Lessee's covenants, agreements and undertakings in this Lease provided, then to the extent required or permitted by applicable law, prepare and file of the amount of any such default Lessee shall not be entitled to receive an apportionment. Section 4.2. Lessee shall pay all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stocksuch Impositions directly to the appropriate taxing authority, and Lesseeshall furnish to Lessor, not later than ten (10) days prior to the date when any Imposition would become delinquent, official receipts of the appropriate taxing authority, or other evidence satisfactory to Lessor, evidencing the payment thereof. Section 4.3. Lessee at its expenseown cost and expense shall have the right to contest the amount or validity, shallin whole or in part, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition by appropriate proceedings diligently conducted in good faith but only after payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Section 4.1 Lessee may postpone or defer payment of such Imposition if: (a) Neither the Leased Premises nor any part thereof, nor personal property therein would by reason of such postponement or deferment be required by governmental authoritiesin danger of being forfeited or lost; and (b) Lessee shall have deposited with a bank or trust company acceptable to Lessor the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Leased Premises or any part thereof in such proceedings. If any refund shall be due from any taxing authority in respect Upon the termination of any such proceedings, Lessee shall pay the amount of such Imposition paid by Lesseeor part thereof as finally determined in such proceedings the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith. If, at any time during the same continuance of such proceedings, Lessor shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuingdeem the amount deposited as aforesaid insufficient, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request demand, make an additional deposit of such sum as Lessor reasonably may request, and upon failure of Lessee so to do, the amount theretofore deposited may be applied by Lessor to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be returned to Lessee. Lessor shall have the right to seek a reduction in the valuation of the otherLeased Premises, provide or any part thereof, assessed for tax purposes and to prosecute any action or proceeding theretofore commenced by Lessee, if such data as is maintained by the party assessed valuation or valuations shall relate or pertain, in whole or in part, to whom the request is made with respect any period subsequent to the Leased Property term of this Lease. To the extent to which any tax refund payable as a result of any proceeding to review such assessed valuation which Lessor or Lessee may institute, or payable by reason of compromise or settlement of any such proceeding, may be necessary based upon a payment made by anyone other than Lessor and shall not relate or pertain to prepare any required returns a period subject to apportionment between Lessor and reports. Lessee, Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so be authorized to file. Lessor, to the extent it possesses collect the same, provided, however, that Lessee shall reimburse Lessor forthwith for all reasonable attorneys' fees, expenses and fees incurred by Lessor in connection therewith, in the proportion that Lessee, 's share of the refund bears to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal propertytotal refund. Section 4.4. Where Lessor is legally shall not be required to file Personal Property Tax returnsjoin in any proceedings referred to in Section 4.3 hereof unless the provisions of any applicable law, rule or regulation shall require that such proceedings be brought by or in the name of Lessor or any owner of the Leased Premises or any part thereof, in which event Lessor shall join in such proceedings or permit the same to be brought in its name. Lessor shall not be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings; and Lessee will indemnify and save harmless Lessor from any such costs and expenses. Except as otherwise provided in this Lease, Lessee shall provide Lessor with copies be entitled to any refund of assessment notices in sufficient time for Lessor any Imposition and penalties or interest thereon received which have been paid by Lessee. Section 4.5. The certificate, advice or xxxx of the appropriate official designated by law to file a protestmake or issue the same or to receive payment of any Imposition or to give notice of nonpayment of such Imposition shall be prima facie evidence that such Imposition is due and unpaid. Section 4.6. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (appoints Lessee the attorney in its or Lessee’s name) as fact of Lessor may deem appropriate to effect a reduction for the purpose of real estate or personal property assessments for those Impositions making all payments to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred made by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement pursuant to any of Personal Property Taxes by Lessee the provisions of this Lease to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. persons or entities other than Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), contests (a) Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes, Personal Property Taxes and Personal Property Taxes, which shall be paid by LessorCapital Impositions) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. , and (b) Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. Lessor will pay, or cause to be paid, all Real Estate Taxes, Personal Property Taxes and Capital Impositions before they become delinquent. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article ***) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes Taxes, Capital Impositions and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Error! Reference source not found.. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Noticenotice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, with such payments to be made directly to the taxing or other authorities where feasibleassessing authorities, unless, in the case of escrows and deposits, such Impositions are required to be paid to Lessor or Facility Lender as provided in Section 3.2, and Lessee will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date that any such Impositions become Imposition becomes a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to LesseeXxxxxx’s right of contest pursuant to the provisions of Article XII, and subject to the requirement to pay escrows and deposits as required in Section 12.23.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in with respect of to any Imposition paid by LesseeXxxxxx, the same shall be paid over to to, or retained by by, Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor Xxxxxx and Lessee Xxxxxx shall, upon request of the other, provide such any data as (i) that is maintained by the party to whom the request is made with respect made, and (ii) that pertains to the Leased Property Property, as may be necessary to prepare any required returns and reports. In the event that any Governmental Entity classifies any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and LesseeXxxxxx, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where In the event that Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice to Lessee, at Lessor’s option and at LessorXxxxxx’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, in accordance with the terms and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperationconditions of Article XII hereof. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee Xxxxxx to Lessor of personal property taxes shall be accompanied by copies of a xxxx bill therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. A. Subject to Section 12.2 (Article 8 hereof relating to permitted contests), Lessee will Tenant shall pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the State and other taxing or other authorities where feasible, and will promptly shall promptly, upon request, furnish to Lessor Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorLandlord, at its expense, shall, to the extent required or permitted by applicable lawApplicable Law, prepare and file all tax returns and pay all taxes due in respect of LessorLandlord’s net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, to the extent required or permitted by applicable laws and regulationsApplicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authoritiesGovernment Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred been declared by Landlord and be continuing, any such refund shall be paid over to or retained by LessorLandlord to be held by Landlord subject to a resolution of any dispute of same between Landlord and Tenant. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Premises as may be necessary to prepare any required returns and reports. Lessee shall file all Personal It is Landlord and Tenant’s intent that none of the Leased Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the samebe personal property for any purpose, and Lessee, to in the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for event Government Agencies classify any property classified covered by this Lease as personal property, such personal property shall be deemed to be leased personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee Landlord shall provide Lessor Tenant with copies of assessment notices in sufficient time for Lessor Tenant to file prepare a protest, which Landlord shall file upon the Tenant’s request. Lessor Landlord may, upon Notice notice to LesseeTenant, at LessorLandlord’s option and at LessorLandlord’s sole expense, appeal, protest, appeal, or institute such other proceedings (in its or LesseeTenant’s name) as Lessor Landlord may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, Tenant shall fully cooperate with Lessor Landlord in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon action. B. Landlord shall give prompt Notice to LesseeTenant of all Impositions payable by Tenant hereunder of which Landlord at any time has received notice and as to which Tenant has received no other notice; provided, shall control however, that Landlord’s failure to give any such activitynotice shall in no way diminish Tenant’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord’s failure promptly to forward the same). C. In addition, which Tenant shall then go forward timely pay at Lessor’s sole expense. Upon or before the time such Noticebecome due and payable without duplication, Lessee, at Lessor’s expense, shall cooperate fully the following with respect to the period from and after the Commencement Date (while remaining solely liable and paying for such activities.during the period prior to the Commencement Date pursuant to the Asset Purchase Agreement):

Payment of Impositions. A request for confidential treatment has been made with respect to portions of this document that are marked ‘[*****]’. The redacted portions have been filed separately with the SEC. 30 Master Lease (OHI - Diversicare) Derwent – 9.25.18 4.1.1 Subject to Section 12.2 (ARTICLE XII relating to permitted contests), Lessee Tenant will pay, or cause to be paid, pay all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be is added for non-paymentnon‑payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly promptly, upon request, furnish to Lessor Landlord copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, taxpayer any Imposition may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Lessee Tenant may exercise the option to pay the same (in the required installments provided it also pays any and any accrued all interest on the unpaid balance of such Imposition) in installments due thereon as and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, when due. 4.1.2 Landlord shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of LessorLandlord’s net income, gross receipts, sales sale and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, . Tenant shall, to the extent required or permitted by applicable laws and regulationslaw, prepare and file as and when required all other tax returns and reports in respect of any Imposition as may be required by governmental authoritiesauthorities with respect to all Impositions. If any refund Landlord and Tenant shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shalleach, upon request of the otherrequest, provide the other with such data data, including without limitation cost and depreciation records, as is maintained by the party to whom the request is made with respect to the Leased Property as may be is necessary to prepare any required returns and reports. Lessee If any provision of any Facility Mortgage requires deposits for payment of Impositions, Tenant shall either pay the required deposits to Landlord monthly and Landlord shall make the required deposits, or, if directed in writing to do so by Landlord, Tenant shall make such deposits directly. 4.1.3 Tenant shall be entitled to receive and retain any refund from a taxing authority in respect of an Imposition paid by Tenant if at the time of the refund no Event of Default has occurred and is continuing, but if an Event of Default has occurred and is continuing at the time of the refund, Tenant shall not be entitled to receive or retain such refund and if and when received by Landlord such refund shall be applied as provided in ARTICLE XVI. 4.1.4 In the event governmental authorities classify any property covered by this Lease as personal property, Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices in sufficient time for Lessor Tenant to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement by Tenant to Landlord of Personal Property Taxes by Lessee to Lessor personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor. 4.1.5 Tenant may, howeverupon Notice to and with the prior written consent of Landlord, reserves the right which consent shall not be unreasonably withheld, at Tenant’s sole cost and expense, protest, appeal, or institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and Landlord, at Tenant’s expense as aforesaid, shall cooperate with Tenant in such protest, appeal, or other action. In any such proceeding brought by Landlord, Tenant shall cooperate with Landlord at Tenant’s sole cost and expense. Tenant shall reimburse Landlord for Landlord’s direct costs of cooperating with Tenant for such protest, appeal or other action and, upon Notice action. A request for confidential treatment has been made with respect to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expenseportions of this document that are marked ‘[*****]’. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully The redacted portions have been filed separately with such activities.the SEC. 31 Master Lease (OHI - Diversicare) Derwent – 9.25.18

Payment of Impositions. Subject to Section 12.2 (and without limiting Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, with such payments to be made directly to the taxing or other authorities where feasibleassessing authorities, unless, in the case of escrows and deposits, such Impositions are required to be paid to Lessor or a Facility Lender as provided in Section 3.2, and Lessee will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date that any such Impositions become Imposition becomes a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may may, without Lessor’s consent exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to and without limiting Lessee’s right of contest pursuant to the provisions of Article XII and subject to the requirement 4834-1440-2281v12 to pay escrows and deposits as required in Section 12.23.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added theretodue. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in with respect of to any Imposition paid by Lessee, the same shall be paid over to to, or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuingby, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16Lessee. Lessor and Lessee shall, upon request of the other, provide such any data as (i) that is maintained by the party to whom the request is made with respect made, and (ii) that pertains to the Leased Property Property, as may be necessary to prepare any required returns and reports. In the event that any Governmental Body classifies any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where In the event that Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor So long as no Event of Default exists, Lessee may, upon Notice to at Lessee, at Lessor’s option and at Lessor’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests), a) Lessee will pay, shall pay or cause to be paid, paid all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, premium, further interest (except as provided in the immediately succeeding sentence with respect to installments) or cost may be assessed or added for non-paymentnonpayment, such payments to be made directly to the taxing or other authorities where feasible. If requested, and will promptly furnish Lessee shall deliver to Lessor copies of official receipts receipts, canceled checks or other documentation reasonably satisfactory proof to Lessor evidencing payment of Impositions to the extent Lessee maintains such payments. Lessee’s obligation to pay such Impositions documentation as part of its customary retention policy; provided, however, that Lessee shall be deemed absolutely fixed upon the date such Impositions become maintain in its records evidence of payment of Taxes for a lien upon the Leased Property or any part thereofperiod of no less than four (4) years. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (regardless whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments installments, and in such event, event Lessee shall pay such only those installments that become due and payable during the Lease Term hereof (subject to Lessee’s right of contest pursuant or relate to the provisions of Section 12.2) Lease Term, as the same respectively become due and before any fine, penalty, premium, further interest or cost may be assessed or added thereto. (b) Lessee shall pay to Lessor on each Rent Payment Date one-twelfth of the Taxes that Lessor estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lessor sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates and (said amounts are hereinafter called the “Tax Escrow Fund”). The Tax Escrow Fund and the other payments of Rent, shall be added together and shall be paid, monthly, as an aggregate sum by Lessee to Lessor. Lessor will apply the Tax Escrow Fund to payments of Taxes required to be made by Lessee pursuant to this Lease. In making any payment relating to the Tax Escrow Fund, Lessor may do so according to any xxxx, statement or estimate procured from the appropriate public office or from Lessee without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim thereof, provided, however, Lessor shall use reasonable efforts to pay such real property taxes sufficiently early to obtain the benefit of any available discounts of which it has knowledge. If the amount of the Tax Escrow Fund shall exceed the amounts due for Taxes, Lessor shall, in its sole discretion, return any excess to Lessee or credit such excess against future payments to be made to the Tax Escrow Fund. Any amount remaining in the Tax Escrow Fund in excess of the Taxes payable by Tenant hereunder shall be promptly returned to Lessee upon the expiration or earlier termination of the Lease. If at any time Lessor reasonably determines that the Tax Escrow Fund is not or will not be sufficient to pay Taxes by the dates set forth above, Lessor shall notify Lessee of such determination and Lessee shall increase its monthly payments to Lessor by the amount that Lessor estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes. (c) Notwithstanding the foregoing paragraphs (a) and (b), Lessee shall have the right to contest any Imposition, subject to the following: (i) such contest shall be at its sole cost and expense, shall(ii) if the Imposition being contested is in the amount of $2,000,000.00 or more, Lessee shall provide prompt notice to Lessor of such Imposition and contest and the grounds thereof, and either (A) have a Required Rating equal to the Trigger Rating or (B) post a letter of credit or other bond in a form reasonably acceptable to Lessor or deposit cash with the Proceeds Trustee in an amount equal to 110% of the amount contested, as reasonably determined by the Lender, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, such contested Imposition is not paid to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.Governmental Authority,

Payment of Impositions. Subject to Section 12.2 (Article VII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2) Article XII as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessee may, at its sole expense, and upon notice to Lessor, protest, appeal or institute such other proceedings (in its or in Lessor's name) as Lessee may deem appropriate to effect a reduction for these Impositions to be paid by the Lessee, and Lessor, at Lessee's expense, shall fully cooperate with Lessee in such protest, appeal or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Noticenotice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities. If requested by any lender of the Lessor relating to the Leased Property, the Lessee shall provide any funds for the escrow of any Imposition, and the Lessee shall received any income on such escrowed funds and shall receive any funds released from such escrow.

Payment of Impositions. Subject to Section 12.2 (12 relating to permitted contests), Lessee Tenant will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxespersonal property taxes, which shall be paid by LessorLandlord) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor Landlord copies of official receipts or other satisfactory proof evidencing such payments. LesseeTenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to LesseeTenant’s right of contest pursuant to the provisions of Section 12.212) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorLandlord, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of LessorLandlord’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes personal property taxes and taxes on its capital stock, and LesseeTenant, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by LesseeTenant, the same shall be paid over to or retained by Lessee Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by LessorLandlord. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article Section 16. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee Landlord shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is legally required to so to file. Lessor, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other partyLandlord, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee to the extent it possesses the same, Tenant shall provide Lessor Landlord with copies of assessment notices in sufficient time for Lessor Landlord to file such tax returns and to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, Landlord may protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor it may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, Tenant shall fully cooperate with Lessor Landlord in such protest, appeal, or other action. Lessor Landlord hereby agrees to indemnify, defend, and hold harmless Lessee Tenant from and against any claims, obligations, and liabilities and loss against or incurred by Lessee Tenant in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject (a) Tenant shall pay and discharge when due: all taxes (including real and personal property taxes, recordation taxes, transfer taxes, franchise, sales, use, gross receipts, rent taxes and any margin tax including, without limitation, the “margin tax” imposed by Chapter 171 of the Texas Tax Code, as the same may be amended or modified from time to Section 12.2 (time, and together with any binding rules or regulations promulgated from time to time by the Comptroller of the State of Texas or other governmental body in connection with Chapter 171 of the Texas Tax Code, which the parties acknowledge and agree is a tax in lieu of real property taxes); all charges for any Easement Agreement; all assessments and levies; all fines, penalties and other Costs in connection with noncompliance of the Leased Premises with any applicable Law; all permit, inspection and license fees; all rents and charges for water, sewer, utility and communication services relating to permitted conteststhe Leased Premises; all ground rents and all other public charges, imposed upon or assessed against (i) Tenant, (ii) Tenant’s interest in the Leased Premises, (iii) the Leased Premises, (iv) Landlord as a result of or arising in respect of the ownership, occupancy, leasing, use, possession or sale of the Leased Premises, any activity conducted on the Leased Premises, or the Rent, or (v) any Lender by reason of any Note, Mortgage, Assignment or other document evidencing or securing a Loan and which (as to this clause (v)) Landlord has agreed to pay (collectively, the “Impositions”); provided that nothing herein shall obligate Tenant to pay (A) income, excess profits, franchise or other taxes of Landlord (or Lender) which are determined on the basis of Landlord’s (or Lender’s) net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge, e.g., any real property tax that is recharacterized as a franchise tax), Lessee will (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, or (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person. Upon expiration of the Term (or any earlier termination of this Lease), Tenant shall pay Landlord for unpaid taxes up to and including such date that shall become due and owing thereafter. Landlord shall make a reasonable estimate of such unpaid taxes based on the prior year’s tax bills, and shall perform a reconciliation promptly after the actual information becomes available. In the event that any ad valorem or other future real property tax (“Future Tax”) is decreed or characterized by Law as an income tax and Tenant is thereby prohibited by any applicable Law from paying such Future Tax pursuant to this Paragraph 9(a), Landlord and Tenant agree that Basic Rent shall be adjusted by the amount necessary to provide Landlord the same net yield as Landlord would have received but for the implementation or characterization of such Future Tax. Prior to or on the date the Future Tax takes effect, Landlord shall provide Tenant with notice of the revised Basic Rent under this Lease. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or cause to be paidrent tax, all Impositions (other than Real Estate Taxes and Personal Property Taxesif any, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly payable with respect to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies amount of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereofinstallment of Basic Rent. If any such Imposition may, at the option of the taxpayer, lawfully may be paid in installments (whether without interest or not interest penalty, Tenant shall accrue on the unpaid balance of such Imposition), Lessee may exercise have the option to pay the same (and such Imposition in installments, provided that such option to pay any accrued interest on the unpaid balance of such Imposition) Imposition in installments and shall not hinder or prevent Landlord from exercising any of its rights set forth in such event, this Lease. Tenant shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authoritiesauthorities which relate to the Impositions. If Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any refund shall governmental authority within ten (10) days after Tenant’s receipt thereof, (2) receipts for payment of all taxes required to be due from any taxing authority in respect of any Imposition paid by LesseeTenant hereunder within thirty (30) days after the due date thereof, and (3) receipts for payment of all other Impositions within ten (10) days after Landlord’s request therefor. (b) Following the same shall be paid over to or retained by Lessee if no Event occurrence of Default shall have occurred hereunder and be continuing. If an Event of Default Default, Tenant shall have occurred and be continuing, any pay to Landlord such refund amounts (each an “Escrow Payment”) as required by Landlord so that there shall be paid in an escrow account an amount sufficient to pay as they become due the Escrow Charges that will accrue over to such period of time as Landlord shall reasonably require. As used herein, “Escrow Charges” means real estate taxes and assessments on or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare Premises or payments in lieu thereof and premiums on any insurance required returns by this Lease, payments due under any Easement Agreement and reportsany reserves for capital improvements, deferred maintenance, repair and/or tenant improvements and leasing commissions. Lessee Landlord shall file all Personal Property Tax returns in determine the amount of the Escrow Charges (it being agreed that if required by a Lender, such jurisdictions where it is legally amount shall equal any corresponding escrow installments required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by LessorLandlord) and the amount of each Escrow Payment. The Escrow Payments shall be held in an account established by Landlord with an unrelated third-party escrow agent selected in Landlord’s reasonable discretion (at Tenant’s cost and expense) and shall not be commingled with other funds of Landlord or other Persons. Any interest earned thereon shall accrue and be held as an additional Escrow Payment and disbursed with the other Escrow Charges. Landlord shall apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as Landlord or Lender shall determine or as required by Law. If at any time the Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of the Escrow Charges, and LesseeTenant, at Lessorwithin ten (10) days after Landlord’s expense as aforesaiddemand therefor, shall fully cooperate with Lessor in such protest, appeal, or other actionpay the amount of the deficiency to Landlord. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify Notwithstanding the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.foregoing:

Payment of Impositions. Subject (a) As the same relate to Section 12.2 the Leased Premises, Tenant shall pay and discharge when due: all taxes (including, without limitation, ad valorem, real and personal property, franchise, sales, use, gross receipts and rent and occupancy taxes); any margin, excise or similar taxes imposed on the revenue or income of Landlord but only if the rental under this Lease is the only revenue or income of Landlord; all payments in lieu of taxes pursuant to a financial agreement with the governing body of the municipality where the Leased Premises are located; all sales (including those imposed on lease rentals) or use taxes levied with respect to, assessed against or measured by any Basic Rent or Additional Rent; all charges for any easement or agreement maintained for the benefit of the Leased Premises; all assessments (including special assessments and any other charges or claims imposed by a governmental or municipal entity) and levies; all fines, penalties and other costs in connection with noncompliance of the Leased Premises with any applicable Law; all permit, inspection and license fees; all rents and charges for water, sewer, utility and communication services relating to permitted conteststhe Leased Premises; all ground rents and all other public charges, whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant’s interest in the Leased Premises, (iii) the Leased Premises, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of the Leased Premises, any activity conducted on the Leased Premises, or the Rent, or (v) any Lender by reason of any Note, Mortgage, Assignment or other Loan Document and which (as to this clause (v)) Landlord has agreed to pay (collectively, the “Impositions”); provided that nothing herein shall obligate Tenant to pay (A) income, excess profits or other taxes of Landlord (or Lender) which are determined on the basis of Landlord’s (or Lender’s) net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge and, except for margin, excise or similar taxes to the extent expressly provided to be paid for by Tenant hereinabove), Lessee will (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord or (C) any tax imposed on Landlord in connection with the sale of the Leased Premises to any Person. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or cause to be paidrent tax, all Impositions (other than Real Estate Taxes and Personal Property Taxesif any, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly payable with respect to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies amount of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereofinstallment of Basic Rent. If any such Imposition may, at the option of the taxpayer, lawfully may be paid in installments (whether without interest or not interest penalty, Tenant shall accrue on the unpaid balance of such Imposition), Lessee may exercise have the option to pay such Imposition in installments. Tenant shall be responsible to obtain all bills for the same (payment of Impositions and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities which relate to the Impositions. Landlord shall promptly deliver to Tenant any bxxx, invoice, settlement or notice that Landlord receives with respect to the Impositions. In addition, Landlord agrees to cooperate with Tenant as and when necessary to enable Tenant to receive tax bills, settlements and notices with respect to the Impositions directly from the respective taxing authorities. If Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any refund shall governmental authority within ten (10) days after Landlord’s request therefor, (2) receipts for payment of all taxes required to be due from any taxing authority in respect of any Imposition paid by LesseeTenant hereunder within ten (10) days after the due date thereof, and (3) receipts for payment of all other Impositions within ten (10) days after Landlord’s request therefor. (b) Following the same shall be paid over to or retained by Lessee if no Event occurrence and during the continuance of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuingDefault, any Landlord may require Tenant to pay Escrow Charges to Landlord or Landlord’s Lender in such refund amounts (each an “Escrow Payment”) monthly until such time as there shall be paid over in an escrow account an amount equal to the Escrow Charges (as hereinafter defined). As used herein, “Escrow Charges” means real estate taxes and assessments on or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare Premises or payments in lieu thereof, premiums on any insurance required returns and reportsby this Lease, any reserves for capital improvements, deferred maintenance, repair, and/or any other reserves required by Lender. Lessee Landlord shall file all Personal Property Tax returns in reasonably determine the amount of the Escrow Charges (it being agreed that if required by a Lender, such jurisdictions where it is legally amount shall equal any corresponding escrow installments required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by LessorLandlord) and the amount of each Escrow Payment. If a Lender permits the Escrow Charges to be paid in incremental installments until such time as a maximum amount is paid, and Lessee, at Lessor’s expense Tenant shall be permitted to pay such Escrow Charges on the same basis as aforesaidallowed by Lender. The Escrow Payments may be commingled with other funds of Landlord or other Persons, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property not exceed with respect to which any Escrow Charge in any month one twelfth (1/12th) of the annual amount of the applicable Escrow Charge. No interest thereon shall be due or payable to Tenant unless required by Law. Landlord shall apply the Escrow Payments to the payment of the Escrow Charges in such payments are madeorder or priority as Landlord shall determine or as required by Law. LessorIf at any time the Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of the Escrow Charges, howeverTenant, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lesseewithin thirty (30) days after Landlord’s demand therefor, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiespay the amount of the deficiency to Landlord.

Payment of Impositions. Subject to Tenant’s rights of contest pursuant to the provisions of Article 13 and subject to Section 12.2 (relating to permitted contests)5.2, Lessee will Tenant shall pay, or cause to be paid, all Impositions (other than Real Estate Taxes that accrue from and Personal Property Taxes, after the Commencement Date and during the Term directly to each Person to whom such Impositions are payable prior to the date on which shall be paid by Lessor) before any fine, penalty, interest or additional cost may be added for non-payment. Upon request of Landlord, Tenant shall promptly furnish to Landlord copies of receipts or other reasonable evidence of such payments, provided with respect to real property taxes, Tenant shall deliver to Landlord evidence of timely payment of such real property taxes within ten (10) Business Days of payment thereof. Such payments to shall be made directly to the taxing or other authorities where feasiblePerson entitled to such Impositions, and will promptly furnish if possible. Subject to Lessor copies Tenant’s rights of official receipts or other satisfactory proof evidencing such payments. Lesseecontest pursuant to the provisions of Article 13, Tenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon due to the Leased Property or any part thereofPerson entitled thereto. If Notwithstanding the foregoing, if any such Imposition may, at the option of the taxpayerpayor, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee Tenant may exercise the option to pay the same (and shall pay any accrued interest on the unpaid balance of such Imposition) in installments installments, and in such event, event shall pay such installments during the Term hereof (subject to LesseeTenant’s right of contest pursuant to the provisions of Section 12.2Article 13) as the same respectively become due and before any fine, penalty, premium, further interest penalty or cost may be premium is added thereto. LessorImpositions for which escrowed funds are held by Landlord or its lender under Section 5.4 hereof shall be paid as provided in Section 5.4 and the timely payment by Tenant of any amount to be paid to Landlord or a Facility Mortgagee, if applicable, under Section 5.4 shall be deemed to satisfy Tenant’s obligation to pay the Imposition for which funds are escrowed. Landlord shall, at its expense, shall, expense and to the extent required or permitted by applicable lawlaws and regulations, prepare and file all tax returns in with respect of Lessorto Landlord’s net income, gross receipts, sales and sales, use, single business, transaction privilege, rent, ad valorem, valorem and franchise taxes, Real Estate Taxes, Personal Property Taxes and with respect to taxes on its Landlord’s capital stock, and Lessee. Tenant shall, at its expense, shall, and to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in with respect of to any Imposition as may be required by governmental authoritiesagencies, authorities or other persons entitled to the receipt of the Impositions. If any refund shall be due from any taxing authority in or other persons entitled to the receipt of the Impositions with respect of to any Imposition paid by LesseeTenant, the same shall be paid over to or and retained by Lessee if no Tenant unless an Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any in which case such refund shall be paid over to or and retained by Lessor. Any Landlord to either be (i) applied by Landlord to the cost of curing such funds retained by Lessor due to an Event of Default shall with the balance, if any, thereafter remitted by Landlord to Tenant, or (ii) if the Event of Default cannot be cured, retained by Landlord and applied as provided in Article 1617. Lessor Landlord and Lessee Tenant shall, each upon a request of by the other, provide such data information as is maintained by the party to whom the request is made with respect to the Leased Property as may be reasonably necessary to prepare any required returns and or reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (a) Tenant shall, before interest or penalties are due thereon, provided that Tenant has timely received the applicable tax bills from the lessor under the Ground Lease, pay and discharge all taxes (including real and personal property, franchise, sales and rent taxes), all charges for any easement or agreement maintained for the benefit of any of the Leased Premises, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to permitted contestsany of the Leased Premises, all ground rents and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant's leasehold interest in the Leased Premises, (iii) any of the Leased Premises, or (iv) Landlord as a result of or arising in respect of the ownership, occupancy, leasing, use or possession of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the Rent (collectively, the "Impositions"); provided, that nothing herein shall obligate Tenant to pay (A) income, excess profits or other taxes of Landlord (or Lender) which are determined on the basis of Landlord's (or Lender's) net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), Lessee will pay(B) any estate, inheritance, succession, gift or cause to be paidsimilar tax imposed on Landlord, all Impositions (C) any capital gains tax imposed on Landlord or (D) any amounts claimed or incurred for any period other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereofTerm. If any such Imposition may, at the option of the taxpayer, lawfully may be paid in installments (whether without interest or not interest penalty, Tenant shall accrue on the unpaid balance of such Imposition), Lessee may exercise have the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) Imposition in installments and in such event, Tenant shall pay such be liable only for those installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively which accrue or become due and before any fine, penalty, premium, further interest or cost may be added theretopayable during the Term. Lessor, at its expense, shall, to the extent required or permitted by applicable law, Tenant shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authoritiesauthorities which relate to the Impositions and which can be filed by it. If Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any refund shall governmental authority within ten (10) days after Tenant's receipt thereof, (2) receipts for payment of all taxes required to be due from any taxing authority in respect of any Imposition paid by Lessee, Tenant hereunder within thirty (30) days after the same shall be paid over to or retained by Lessee if no Event of Default due date thereof and (3) (b) Landlord shall have occurred hereunder and be continuing. If the right during the occurrence of an Event of Default or if required by any Lender to require Tenant to pay to Landlord an additional monthly sum (each an "Escrow Payment") sufficient to pay the Escrow Charges (as hereinafter defined) as they become due. As used herein, "Escrow Charges" shall have occurred mean real estate taxes on the Leased Premises or payments in lieu thereof and premiums on any insurance required by this Lease. Landlord shall reasonably determine the amount of the Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord the Escrow Payments shall not be continuing, commingled with other funds of Landlord or other Persons and interest thereon shall accrue for the benefit of Tenant from the date such monies are received and invested until the date such monies are disbursed to pay Escrow Charges. Landlord shall apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as Landlord shall reasonably determine but in any such refund event not later than as required by law. If at any time the Escrow Payments theretofore paid to Landlord shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request insufficient for the payment of the otherEscrow Charges, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. LessorTenant, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings within ten (in its or Lessee’s name10) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaiddays after Landlord's demand therefor, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees pay the amount of the deficiency to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesLandlord.

Payment of Impositions. Subject to Section 12.2 (13.1 relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor and Lessor’s Assignee if any, copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions Impositions, respectively, become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorIf any assessment for a public improvement is required to be paid in one lump sum payment, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee shall pay such lump sum payment. Lessee, at its expense, shallshall prepare and, to the extent required or permitted by applicable laws and regulationsit may legally do so, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, provided that no uncured Event of Default shall then exist, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuingLessee. If In the event that an Event of Default shall have occurred and be continuingnot been cured, any such refund shall be the property of Lessor and, if received by Lessee, shall be promptly paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event The provisions of Default this Section 4.1 shall survive termination of this Lease. In addition, Lessee shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file responsible for all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, Impositions to the extent it possesses the sameaccruing, assessed or becoming due and Lessee, payable prior to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesCommencement Date.

Payment of Impositions. Subject to Section 12.2 (Article XIII relating to permitted contests), Lessee will pay, pay or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-paymentnonpayment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments installments, and in such event, event shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article XIII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other required tax returns and reports in respect of any Imposition as may Imposition. Lessee shall be required by governmental authorities. If entitled to receive any refund shall be due from any taxing authority in respect of any Imposition previously paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If unless an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the otherLessee's request, provide such data as is are maintained by the party to whom the request is made Lessor with respect to the Leased Property Properties as Lessee may be necessary require to prepare any required tax returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax necessary personal property tax returns in the appropriate jurisdictions, unless by law Lessor is required to file such jurisdictions where it is legally required so to filereturns. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, Lessor will provide the other party, upon request, Lessee with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required by law to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice notice to LesseeLessor, at Lessor’s its option and at Lessor’s its sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor it may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. In the event Lessor hereby agrees makes a payment of any such personal property taxes, any statement sent by Lessor to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor Lessor's payment thereof shall be accompanied by copies of a xxxx bxxx therefor and payments thereof which identify the personal property Fixtures with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (12.1 relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.212.1) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. If any provision of any Facility Mortgage requires deposits for payment of real estate taxes or other Impositions to be made with such Facility Mortgagee, Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer the amounts to such Facility Mortgagee, or, pursuant to written direction by Lessor, Lessee shall make such deposits directly with such Facility Mortgagee. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be is due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have has occurred hereunder and be is continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Properties as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Master Lease as personal property, Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to filepersonal property tax returns. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lesseeand with the consent of Lessor (which consent shall not be unreasonably withheld), at Lessor’s option Lessee's sole cost and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessee shall reimburse Lessor hereby agrees to indemnifyfor Lessor's direct costs of cooperating with Lessee for such protest, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against appeal or incurred by Lessee in connection with such cooperationother action. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorUnless otherwise agreed by Lessor and Lessee, however, reserves notwithstanding the right to effect any such protest, appeal or other action andforegoing, upon Notice the expiration or earlier termination of the Term, all Impositions applicable to Lessee, the final Lease Year of the Term (if a partial calendar year) shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesbe prorated between Lessee and Lessor as set forth in Section 4.3 hereof.

Payment of Impositions. Subject (a) Tenant shall, before interest or penalties are due thereon, pay and discharge all taxes (including real and personal property, franchise, sales and rent taxes), all charges for any easement or agreement maintained for the benefit of any of the Leased Premises, provided that with respect to Section 12.2 (any such easement or agreement entered into after the date hereof, Tenant has agreed to such charges, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to permitted contests)the any of Leased Premises, Lessee will payall ground rents and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant's leasehold interest in the Leased Premises, (iii) any of the Leased Premises, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of any of the Leased Premises, any activity conducted on any of the Leased Premises, or cause to be paidthe Rent, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before including any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest tax payable pursuant to the provisions of IND. Code Section 12.26-2.1-1-2(a) (1993) as the same respectively become due and before shall be amended, or (v) any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted Lender by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect reason of any Imposition Note, Mortgage, Assignment or other document evidencing or securing a Loan and which (as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lesseeto this clause (v)) Landlord has agreed to pay (collectively, the same "Impositions"); provided, that nothing herein shall be paid over to or retained by Lessee if no Event of Default obligate (b) Landlord shall have occurred hereunder and be continuing. If the right at any time following the occurrence of an Event of Default or at any time that a Lender shall have occurred request to require Tenant to pay to Landlord an additional monthly sum (each an "Escrow Payment") sufficient to pay the Escrow Charges (as hereinafter defined) as they become due. As used herein, "Escrow Charges" shall mean real estate taxes on the Leased Premises or payments in lieu thereof and premiums on any insurance required by this Lease. Landlord shall determine the amount of the Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord the Escrow Payments shall not be continuing, commingled with other funds of Landlord or other Persons and interest thereon shall accrue for the benefit of Tenant from the date such monies are received and invested until the date such monies are disbursed to pay Escrow Charges. Landlord shall apply the Escrow Payments in a timely fashion to the payment of the Escrow Charges in such order or priority as Landlord shall determine or as required by law. If at any such refund time the Escrow Payments theretofore paid to Landlord shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request insufficient for the payment of the otherEscrow Charges, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. LessorTenant, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings within ten (in its or Lessee’s name10) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaiddays after Landlord's demand therefor, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees pay the amount of the deficiency to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesLandlord.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests), Lessee will Tenant shall pay, or cause to be paidas Additional Rent, all Impositions that may be levied or become a lien on the Leased Property or any part thereof at any time (other than Real Estate Taxes and Personal Property Taxeswhether prior to or during the Term), which shall be paid by Lessor) without regard to prior ownership of said Leased Property, before any fine, penalty, interest interest, or cost is incurred; provided, however, Tenant may be added contest any Imposition in accordance with §3.7. Tenant shall deliver to Landlord [i] not more than 10 days after the due date of each Imposition, copies of the invoice for non-paymentsuch Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the due date of each Imposition, a copy of the official receipt evidencing such payments to be made directly to the taxing payment or other authorities where feasible, and will promptly furnish proof of payment satisfactory to Lessor copies of official receipts or other satisfactory proof evidencing such paymentsLandlord. LesseeTenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If Tenant shall be entitled to any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuingcontinuing and if Tenant shall have paid all Impositions due and payable as of the date of the refund. If Landlord shall be entitled to any refund from any taxing authority if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or . Any refunds retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16§8.8. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at LessorTenant’s option and at LessorTenant’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at LessorTenant’s expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred Tenant shall reimburse Landlord for all personal property taxes paid by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement Landlord within 30 days after receipt of Personal Property Taxes by Lessee to Lessor shall be bxxxxxxx accompanied by copies of a xxxx bxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorImpositions imposed in respect to the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Landlord and Tenant, howeverwhether or not such Imposition is imposed before or after such termination, reserves the right and Tenant’s obligation to effect any pay its prorated share thereof shall survive such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiestermination.

Payment of Impositions. Subject to Section 12.2 (Article XI relating to permitted contests), Lessee will pay, pay or cause to be paid, paid all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and Lessee will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions and the amount thereof shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become becomes due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in 5 6 respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and . Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XV. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it filing is legally required so to filerequired. Lessor, to the extent it possesses the same, Lessor and Lessee, to the extent it possesses the same, Lessee will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, and Lessee shall provide Lessor is obligated for the same hereunder, Lessee will be provided with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Lessor may, Lessee may upon Notice giving 30 days' prior written notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, if requested by Lessee and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for Billxxxx xxx reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx an invoice therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorLessor will cooperate with Lessee in order that Lessee may fulfill its obligations hereunder, however, reserves including the right to effect execution of any such protest, appeal instruments or other action and, upon Notice to documents reasonably requested by Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to this Section 12.2 (4.1(a) and Section 4.1(b) and Article XII relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxeswhich relate to any period within the Term, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-paymentpayment (or earlier if required by any taxing authority), such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully (without penalty) be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulationsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if provided no Event of Default shall have occurred hereunder and be continuing. If then exists, but if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or retained Lessor, and Lessee hereby authorizes Lessor to accept any such refunds directly, and hereby authorizes any such taxing authority to pay such amounts directly to Lessor upon receipt of written instructions to do so together with a statement by LessorLessor that an Event of Default has occurred and is continuing. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is legally required so to filerequired. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, appeal or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, and at Lessee, at Lessor’s expense 's expenses as aforesaid, shall fully reasonably cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless provided that Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee may not withhold payments pending such challenges except under the conditions set forth in connection with such cooperationArticle XII. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article 11 relating to ---------------------- permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes which are due and Personal Property Taxes, owing during the Term and which shall be paid relate to the period covered by Lessor) the Term before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and Lessee will promptly promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions and the amount thereof shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and . Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 1615. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it filing is legally required so to filerequired. Lessor, to the extent it possesses the same, Lessor and Lessee, to the extent it possesses the same, Lessee will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file Personal Property Tax personal property tax returns, and Lessee shall provide Lessor is obligated for the same hereunder, Lessee will be provided with copies of assessment notices in sufficient time for Lessor Lessee to file a protest. Lessor Lessee may, upon Notice giving 30 days' prior written notice to LesseeLessor, at Lessor’s Lessee's option and at Lessor’s Lessee's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by and Lessor, if requested by Lessee and at Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx an invoice therefor and payments thereof which identify the personal property with respect to which such payments are made. LessorLessor will cooperate with Lessee in order that Lessee may fulfill its obligations hereunder, however, reserves including the right to effect execution of any such protest, appeal instruments or other action and, upon Notice to documents reasonably requested by Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (Article X relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, with such payments to be made directly to the taxing or other authorities where feasibleassessing authorities, unless, in the case of escrows and deposits, such Impositions are required to be paid to Lessor or Facility Lender as provided in Section 3.2, and Lessee will promptly furnish to Lessor Lessor, upon request, copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date that any such Impositions become Imposition becomes a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, may lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may may, with Lessor’s consent, not to be unreasonably withheld, conditioned or delayed, exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and and, in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Article X, and subject to the requirement to pay escrows and deposits as required in Section 12.23.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns and reports as may be required by governmental authorities in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in with respect of to any Imposition paid by Lessee, the same shall be paid over to to, or retained by by, Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16Section 14.7. Lessor and Lessee shall, upon request of the other, provide such any data as (i) that is maintained by the party to whom the request is made with respect made, and (ii) that pertains to the Leased Property Property, as may be necessary to prepare any required returns and reports. In the event that any Governmental Body classifies any property covered by this Lease as personal property, Lessee shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is may legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where In the event that Lessor is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Lessee to file a protest. Lessor After obtaining written approval from Lessor, Lessee may, upon Notice to at Lessee, at Lessor’s option and at Lessor’s sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Lessee may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by assessments, and Lessor, and at Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor Lessee in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for reimbursement of Personal Property Taxes by Lessee to Lessor of personal property taxes shall be accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (relating to permitted contests)the adjustments set forth herein, Lessee will Tenant shall pay, or cause to be paidas Other Additional Rent, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessoras hereinafter defined) before any fine, penalty, interest or cost that may be added for non-paymentlevied or become a lien on the Leased Property or any part thereof at any time (whether prior to or during the Term), such payments without regard to be made directly to prior ownership of said Leased Property, on or before the taxing or other authorities where feasible, and will promptly date due. Tenant shall furnish to Lessor Landlord on an annual basis copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LessorTenant, at its expense, shall, to the extent required or permitted by applicable law, shall prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities, provided, Landlord shall be responsible for the preparation and filing of any such tax returns or reports in respect of any real or personal property owned by Landlord. If Tenant shall be entitled to any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default (as hereinafter defined) shall have occurred hereunder and be continuing. If Landlord shall be entitled to any refund from any taxing authority if an Event of Default shall have has occurred and be is continuing, any such refund shall be paid over to or . Any refunds retained by Lessor. Any such funds retained by Lessor Landlord due to an Event of Default shall be applied as provided in Article 16Section 9.08. Lessor Landlord and Lessee Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee In the event governmental authorities classify any property covered by this Lease as personal property, Landlord and Tenant shall file all Personal Property Tax personal property tax returns in such jurisdictions where it is they may legally required so to file. LessorLandlord, to the extent it possesses the same, and LesseeTenant, to the extent it possesses possess the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor Landlord is legally required to file Personal Property Tax personal property tax returns, Lessee shall provide Lessor Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor Tenant to file a protest. Lessor Tenant may, upon Notice notice to LesseeLandlord, at Lessor’s Tenant's option and at Lessor’s Tenant's sole cost and expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor Tenant may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and LesseeLandlord, at Lessor’s Tenant's expense as aforesaid, shall fully cooperate with Lessor Tenant in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, liabilities and loss against Tenant shall provide Landlord copies of all materials filed or incurred by Lessee presented in connection with any such cooperationproceeding. Xxxxxxxx Tenant shall promptly reimburse Landlord for reimbursement all personal property taxes paid by Landlord upon receipt of Personal Property Taxes by Lessee to Lessor shall be accompanied billxxxx xxxompanied by copies of a xxxx therefor bill xxxrefor and payments thereof which identify the personal property with respect to which such payments are made. LessorImpositions imposed in respect to the tax-fiscal period during which the Term commences and terminates shall be adjusted and prorated between Landlord and Tenant on a per diem basis, howeverwith Tenant being obligated to pay its pro rata share from and including the Commencement Date to and including the expiration or termination date of the Term, reserves whether or not such Imposition is imposed before or after such commencement or termination, and Tenant's obligation to pay its prorated share thereof shall survive such termination. Tenant shall also pay to Landlord a sum equal to the right amount which Landlord may be caused to effect pay of any such protestprivilege tax, appeal sales tax, gross receipts tax, rent tax, occupancy tax or like tax (excluding any tax based on net income), hereinafter levied, assessed, or imposed by any federal, state, county or municipal governmental authority, or any subdivision thereof, upon or measured by rent or other action and, upon Notice consideration required to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesbe paid by Tenant under this Agreement.

Payment of Impositions. Subject to Section 12.2 Article XII (relating to permitted contests), Lessee will pay, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessor) before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s 's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s 's right of contest pursuant to the provisions of Section 12.2Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s 's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in such jurisdictions where it is legally required so to file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s 's option and at Lessor’s 's sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s 's name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s 's expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnify, defend, and hold harmless Lessee from and against any claims, obligations, and liabilities and loss against or incurred by Lessee in connection with such cooperation. Xxxxxxxx for Billxxxx xxx reimbursement of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies of a xxxx therefor bill xxxrefor and payments thereof which identify the personal property with respect to which such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s 's sole expense. Upon such Notice, Lessee, at Lessor’s 's expense, shall cooperate fully with such activities.

Payment of Impositions. Subject to Section 12.2 (a) Tenant shall pay and discharge, as part of Annual Operating Costs, all taxes (including real and personal property, franchise, sales, use, gross receipts and rent taxes), all charges for any easement or agreement maintained for the benefit of any of the Leased Premises, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to permitted contests)any of the Leased Premises, Lessee will payall ground rents and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant's leasehold interest in the Leased Premises, (iii) any of the Leased Premises, or cause to be paid, all Impositions (other than Real Estate Taxes and Personal Property Taxes, which shall be paid by Lessoriv) before any fine, penalty, interest Landlord as a result of or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term hereof (subject to Lessee’s right of contest pursuant to the provisions of Section 12.2) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns arising in respect of Lessor’s net the ownership, occupancy, leasing, use or possession of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the Rent (collectively, the "Impositions"); provided, that nothing herein shall obligate Tenant to pay (A) franchise, corporation, income, gross receiptsexcess profits or other taxes of Landlord (or Lender) which are determined on the basis of Landlord's (or Lender's) net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes, Real Estate Taxes, Personal Property Taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required assessment or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to charge upon or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article 16. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may Premises which, if it were in effect, would be necessary to prepare any required returns and reports. Lessee shall file all Personal Property Tax returns in payable by Tenant under the provisions hereof or by the terms of such jurisdictions where it is legally required so to file. Lessortax, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file Personal Property Tax returns, Lessee shall provide Lessor with copies of assessment notices in sufficient time for Lessor to file a protest. Lessor may, upon Notice to Lessee, at Lessor’s option and at Lessor’s sole expense, protest, appeal, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of real estate or personal property assessments for those Impositions to be paid by Lessor, and Lessee, at Lessor’s expense as aforesaid, shall fully cooperate with Lessor in such protest, appeal, or other action. Lessor hereby agrees to indemnifycharge), defend(B) any estate, and hold harmless Lessee from and against any claimsinheritance, obligationssuccession, liabilities and loss against or incurred by Lessee transfer (except in connection with such cooperationa transfer of the Leased Premises to Tenant or its designee), gift or similar tax imposed on Landlord, or (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person. Xxxxxxxx for reimbursement Landlord shall have the right to require Tenant to pay, together with scheduled installments of Personal Property Taxes by Lessee to Lessor shall be accompanied by copies Basic Rent, the amount of a xxxx therefor and payments thereof which identify the personal property gross receipts or rent tax, if any, payable with respect to which the amount of such payments are made. Lessor, however, reserves the right to effect any such protest, appeal or other action and, upon Notice to Lessee, shall control any such activity, which shall then go forward at Lessor’s sole expense. Upon such Notice, Lessee, at Lessor’s expense, shall cooperate fully with such activitiesinstallment of Basic Rent.