Common use of Payment of Impositions Clause in Contracts

Payment of Impositions. Trustor shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) Borrower shall pay and discharge before the last date payment may be made without the imposition of interest or a penalty all taxes of every kind and nature (including, without limitation, all real and personal property, payments in lieu of real property, income, franchise, withholding, profits and gross receipts taxes), all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed on or against Borrower or any of the Mortgaged Property, together with any interest or penalties on any of the foregoing (all of the foregoing are hereinafter collectively referred to as the "Impositions"). Borrower shall deliver to Mortgagee receipts satisfactory to Mortgagee evidencing the payment of all such contest impositions within thirty days of the date each such imposition is diligently pursueddue and payable. Upon Borrower's failure to submit evidence of payment within such thirty day period, it shall be deemed an Event of Default under Section 15 hereof. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Mortgagee shall have the obligation right to pay any Imposition not paid by Borrower on or after the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency last date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of such tax Imposition may be made without imposition of interest or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 penalty (and, subject to BeneficiaryBorrower's rights right to contest such Imposition as hereinbefore provided), and remedies during an Event of Defaultthe amount thereof together with interest thereon at the Default Rate (as hereinafter defined), Beneficiary 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 concludedadded to the Indebtedness, the taxespayable on demand, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsecured by this Agreement.

Payment of Impositions. Trustor shall duly Upon the Lender’s delivery of notice to borrower with reasonable evidence thereof, Borrower will promptly pay and dischargeupon demand all Impositions imposed upon Lender by any state of the United States or political subdivision thereof or the United States by reason of the Loan Documents, the Collateral and/or any sale, rental, use, delivery or transfer of title to the Collateral, other than taxes, levies, imposts, deductions, charges or withholdings imposed on, or cause measured by reference to, the net income payable or franchise tax payable by Lender to be paid and dischargedany state of the United States or political subdivision thereof or to the United States under Section 11 or 1201 of the Internal Revenue Code, all Impositions not later than the due date thereofas amended, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date otherwise in consequence of the respective item)receipt of payments provided for in the Loan Documents. If it is unlawful for Borrower to pay such Impositions, Borrower shall not be required to pay such Impositions; providedbut Lender may demand payment of such additional amount as is necessary to maintain Lender's yields on the Loan in either a single payment or at Lender's option, howeverin installment payments, and Borrower will pay such amount upon demand. If Lender has not received evidence satisfactory to it from Borrower that Trustor such Impositions have been paid by Borrower within 5 Business Days after demand was made upon Borrower to make such payment, Lender may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Propertyat its option, pay the Impositions in installmentssame, and Borrower shall immediately reimburse Lender for such sums so expended, together with interest at the Default Rate. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to If Borrower pays any such contest contained in the Credit Agreement Impositions and Lender subsequently receives a refund or reimbursement of such amounts, Lender shall promptly deliver such refund or reimbursement (without limiting the foregoinginterest) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax Borrower provided no Incipient Default or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedDefault exists.

Payment of Impositions. Trustor shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Financing Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Financing Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor (a) Tenant shall duly pay deposit with Landlord monthly (as a deposit and discharge, or cause not a payment) commencing on the Commencement Date and continuing thereafter on the first day of each subsequent calendar month an amount equal to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date Tenant's Share of one-twelfth of the respective item); provided, however, annual Impositions estimated by Landlord and communicated by Landlord to Tenant in writing so that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Landlord shall have sufficient funds to pay the Impositions on the first day of the month preceding the month in installmentswhich they become due. To the extent within Tenant's control, Tenant further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Landlord. Provided Tenant has deposited sufficient funds with Landlord pursuant to this Section 3.2(a), Landlord shall pay, when due, such Impositions as may be due out of the funds so deposited with Landlord. If at any time and for any reason the funds deposited with Landlord are or will be insufficient to pay such Impositions as may then or subsequently be due, Landlord shall notify Tenant and Tenant shall deposit an amount equal to such deficiency with Landlord within seven (7) days after such notice. Notwithstanding the foregoing, Trustor may nothing contained herein shall cause Landlord to be obligated to pay any amounts in good faith, by appropriate proceedings and upon notice to Beneficiary, contest excess of the validity, applicability or amount of funds deposited with Landlord pursuant to this Section 3.2(a). If amounts collected by Landlord under this Section 3.2(a) exceed amounts necessary in order to pay Impositions, Landlord shall retain such excess payments and Tenant shall receive a credit for such excess amount toward the next payments due for such Impositions, unless within 30 days following any asserted tax or assessment, subject Lease Year Tenant notifies Landlord to any more restrictive provisions applicable to any reimburse Tenant for the amount of such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determinesexcess, in its opinion reasonably exercisedwhich event Landlord, that following receipt of such contest suspends the obligation notice, shall promptly reimburse such excess to Tenant. Should Tenant fail to deposit with Landlord sums sufficient to pay such Impositions in full at least ten (10) days before delinquency thereof Landlord may, at Landlord's election, but without any obligation so to do, advance any amounts required to make up the tax deficiency, which advances, if any, shall be treated as Additional Rent. Upon expiration of the Lease Term or earlier termination of this Lease in accordance with Section 13.28 hereof, the sums held by Landlord under this Section 3.2(a) shall be allocated between Landlord and that nonpayment Tenant as of such tax or assessment will not result in expiration date based upon the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary thereinperiods with respect to which such sums are due and payable, and (c) unless expressly provided Landlord shall be entitled to retain such portion as represents amounts due and payable up through such expiration date, and the contrary in balance shall be returned to Tenant. In the Credit Agreement, prior event this Lease is terminated due to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary all sums held by Landlord under this Section 3.2(a) shall make be retained by Landlord. (b) Subject to the following conditions, Tenant shall have the right, at Tenant's sole cost and expense, to contest or object in good faith to any sum Imposition, but such right shall not be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay any such Imposition at the time and in the manner provided in this Section 3.2: (i) Tenant has given prior written notice to Landlord of Tenant's intent so to contest or object to an Imposition; (ii) Tenant shall demonstrate to Landlord's satisfaction that the legal proceedings shall operate conclusively to prevent the sale of the Project, or any part thereof; (iii) if Tenant has not deposited pursuant with Landlord all amounts required to clause be deposited under Section 3.2(a) hereof, Tenant shall furnish evidence reasonably satisfactory to Landlord of Tenant's ability to pay such Impositions which are being contested plus any interest and penalty which may be imposed thereon and which could become a lien against the Project or any part thereof; (iv) no Default or Event of Default has occurred; (v) Tenant covenants and agrees that any increase in Impositions resulting from such contest or objection shall be paid by Tenant upon demand; and (vi) the Premises comprise 100% of the Improvements. (c) above available Subject to any Legal Requirement, Landlord shall use all reasonable efforts to obtain the benefit of any statute or ordinance permitting any real property assessment for such payment); and provided, further, that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall public betterments or improvements to be paid prior to over the date any writ or order is issued under which maximum period of time allowed by the Trust Property may be sold, lost or forfeitedrelevant taxing authority.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge 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 any 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 cause (iv) Landlord as a result of or arising in respect of the acquisition, 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), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person or (D) any Costs incurred by Landlord or any Indemnitee as a result of and to the extent of any Indemnitee's negligence acts (but not omissions, unless such omissions constitute gross negligence) or willful misconduct. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Basic Rent. If any Imposition may be paid 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. If at any time during the Term Tenant shall be paying Taxes directly to the applicable taxing authority (and not by way of a servicer arranged by a party other than Tenant), then within ten (10) days after Landlord's request therefor, Tenant shall deliver to Landlord, (x) receipts for payment of all taxes required to be paid and discharged, all Impositions not later than by Tenant hereunder within thirty (30) days after the due date thereofthereof and (y) receipts for payment of all other Impositions. Tenant shall, in any event, deliver to Landlord copies of all settlements and all notices pertaining to the non-payment, late payment or the day on change in Impositions which any fine, penalty, interest or cost may be added thereto issued by any governmental authority within ten (10) days after Tenant's receipt thereof unless such settlement or imposed, notice indicates that a copy of such settlement or notice has been sent directly to Landlord and/or Lender. Tenant and Landlord agree that they shall each cooperate with the day on which any Lien other with respect to the delivery of such notices and/or requests as may be filed for required by each applicable local taxing authority in order to cause each such local taxing authority to send all real estate tax bills and assessments applicable to the nonpayment thereof corresponding Related Premises to the Tenant's tax servicer (if which tax servicer shall be the same tax servicer as designated by UHS under the UHS Lease) and to send copies of all such day is used tax bills be sent to determine the due date of the respective item)Landlord's tax servicer; provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount failure of any asserted tax or assessment, subject such taxing authority to any more restrictive provisions applicable send to any such contest contained in bills to the Credit Agreement and (without limiting the foregoing) so long as (a) Tenant's tax servicer shall not mitigate any obligation of Tenant to pay such contest is diligently pursued, taxes and/or assessments before delinquency and/or interest or penalties are due thereon. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Following the obligation to pay the tax and that nonpayment occurrence of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary or if Landlord is required by a Lender, Tenant shall make any sum deposited pursuant pay to clause Landlord such amounts (ceach an "Escrow Payment") above available for monthly or as required by such payment); and provided, further, Lender (but not more often than monthly) so that in any event each such contest there shall be concludedin an escrow account an amount sufficient to pay the Escrow Charges (as hereinafter defined) as they become due. As used herein, "Escrow Charges" shall mean real estate taxes and assessments on or with respect to the Leased Premises or payments in lieu thereof and premiums on any insurance required by this Lease and any reserves for capital improvements, replacements, deferred maintenance or repairs required by any Lender. Landlord shall determine the amount of the Escrow Charges (it being agreed that if required by a Lender, such amount shall equal any corresponding escrow installments required to be paid by Landlord) and the amount of each Escrow Payment. To the extent held by Landlord, the taxesEscrow Payments shall not be commingled with other funds of Landlord or other Persons. Neither Landlord nor Lender shall be required to deposit any Escrow Payments into an interest bearing account, assessmentshowever, interestin the event any Escrow Payments are deposited into an interest bearing account, costs and penalties the interest earned thereon shall accrue to the benefit of Tenant, and, to the extent actually paid to Landlord, shall be paid prior over to Tenant. Landlord shall apply the Escrow Payments to the date payment of the Escrow Charges in such order or priority as Landlord shall determine or as required by law. If at any writ time the Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the amount of the deficiency to Landlord. Provided that no Event of Default then exists, any remaining balance of the Escrow Payments shall be promptly returned to Tenant upon the expiration or order is issued earlier termination of the Term or earlier termination of the requirement to maintain the Escrow Payments. Tenant's obligation to pay Escrow Payments pursuant to this Paragraph 9(b) shall be without duplication of any Escrow Payments previously paid by UHS under which the Trust Property may be sold, lost or forfeitedUHS Lease with respect to the Leased Premises hereunder for the same period.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales, use, gross receipts and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit of any of the Premises, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to any of the 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 Premises, (iii) the Premises, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of the Premises to Tenant, any activity conducted on the Premises, or the day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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 day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item“Impositions”); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 which, if permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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 Premises to any Person. If any Imposition may be paid in installments without 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 if such installment payment would not create or permit payable during the filing Term. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Upon request of a Lien against the Trust PropertyLandlord, pay Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within ten (a10) such contest is diligently pursued, days after Landlord’s request therefor. (b) Beneficiary determines, Tenant shall have the right to contest as set forth in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedParagraph 12 below.

Payment of Impositions. Trustor Tenant shall duly pay and dischargepay, or cause to be paid and dischargedas Additional Rent, all Impositions not later than that may be levied or become a lien on the due date thereofLeased Property or any part thereof at any time (whether prior to or during the Term), or the day on which without regard to prior ownership of said Leased Property, before any fine, penalty, interest interest, or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item)incurred; provided, however, that Trustor mayTenant may contest any Imposition in accordance with §3.7. Tenant shall deliver to Landlord [i] not more than five days after the due date of each Imposition, if permitted by applicable law copies of the invoice for such Imposition and if 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 installment payment would not create or permit the filing other proof of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice payment satisfactory to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the Landlord.] Tenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the tax and that nonpayment of date such tax or assessment will not result in Impositions become a lien upon the sale, loss, forfeiture or diminution of the Trust Leased Property or any part thereof or thereof. Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any interest Imposition as may be required by Governmental Authorities. Subject to Landlord’s rights of Beneficiary thereinsetoff as provided herein, and (c) unless expressly provided Tenant shall be entitled to any refund due from any taxing authority to the contrary in extent the Credit Agreement, same relates to any period prior to the earlier Original Effective Date or relates to any period during the Term for which Tenant paid the applicable Impositions. Landlord and Tenant shall, upon request of the commencement 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, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Landlord, to the extent it possesses the same, and Tenant, 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 Landlord is legally required to file personal property tax returns, Tenant will be provided with copies of such contest or the delinquency date assessment notices indicating a value in excess of the asserted tax reported value in sufficient time for Tenant to file a protest. Tenant may, upon notice to Landlord, at Tenant’s option and at Tenant’s sole cost and expense, protest, appeal, or assessmentinstitute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and Landlord, Trustor deposits at Tenant’s expense as aforesaid, shall fully cooperate with Beneficiary an amount determined Tenant in such protest, appeal, or other action. Tenant shall reimburse Landlord for all personal property taxes paid by Beneficiary Landlord with respect to the Facilities demised hereunder from time to time within 30 days after receipt of xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Impositions imposed in respect to the tax-fiscal periods during which the Term commences and terminates shall be adequate to cover the payment of adjusted and prorated between Landlord and Tenant, whether or not such tax Imposition is imposed before or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (andtermination, subject and Tenant’s obligation to Beneficiary's rights and remedies during an Event of Default, Beneficiary pay its prorated share thereof shall make any sum deposited pursuant to clause (c) above available for survive such payment); and provided, further, that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedtermination.

Payment of Impositions. Trustor Section 7.1. Except as otherwise expressly provided to the contrary in Sections 7.2 and 7.6 hereof, and subject to Section 5.2 hereof, Tenant shall duly pay and dischargepay, as Additional Rent, throughout the term of this lease, directly to the appropriate taxing or cause to be paid and dischargedother governmental authorities having jurisdiction, all Impositions not later than at least five (5) days before the due date thereof, or the first day on which any fine, penalty, interest or cost penalty will accrue or be assessed as the result of non-payment, all real estate taxes, assessments, business improvement district fees, water and sewer charges or rents, vault charges, and all other taxes and governmental charges, general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind or nature whatsoever, whether similar or dissimilar, levied or imposed upon or relating to, or a lien against, all or part of the Demised Premises, or arising from or levied against the ownership, leasing, operation, use, occupancy or possession of all or part of the Demised Premises, and all interest, penalties or like charges in connection therewith (all of which taxes, assessments, charges, interest, penalties or like charges are sometimes hereinafter referred to collectively as "Impositions" and individually as "Imposition"). Tenant shall submit to Landlord the copies of official receipts, or other proof reasonably satisfactory to Landlord, showing the payment thereof, but failure to do so shall not constitute a default hereunder unless (i) Tenant has received notice from Landlord that Landlord has not received said copies and (ii) Tenant has not forwarded said copies within ten (10) Business Days of receipt of said notice, which failure shall constitute a default under this lease. Any refund with respect to Impositions paid by Tenant and any interest accrued thereon shall be the property of Tenant. Section 7.2. If by law any Imposition is or may be added thereto or imposedpayable, or at the option of the taxpayer, in installments, Tenant may pay such Imposition in installments (with any accrued interest due and payable on the unpaid balance of the Imposition) and shall pay each such installment at least five (5) days before the first day on which if it is not paid, further interest would accrue. Section 7.3. Impositions, whether or not a lien upon the Demised Premises, shall be apportioned between Landlord and Tenant at the beginning and at the expiration or sooner termination of the term of this lease, so that Tenant shall pay only the portion of such Impositions which are allocable to the term of this lease; provided, however, Landlord need not make any Lien apportionment in Tenant's favor if this lease shall be terminated by reason of a default on the part of Tenant. Section 7.4. Tenant, at its own cost and expense, may contest the amount or validity of any Imposition in any manner permitted by law, in Tenant's name, and whenever necessary, in Landlord's name, provided that Tenant does so with due diligence and in good faith. Tenant shall advise Landlord, but shall not be required to obtain the consent of Landlord, with respect to actions taken pursuant to the preceding sentence. Landlord will cooperate with Tenant and execute any documents or pleadings reasonably required for such purposes, provided that the same shall be without cost, liability or expense to Landlord. Such contest may include appeals from any judgment, decree or order until a final determination is made by a court or governmental department or authority having final jurisdiction in the matter. However, notwithstanding such contest, Tenant shall pay the contested Imposition in the manner and on the dates provided for in this Article, unless such payment would operate as a bar to such contest or materially interfere with the prosecution thereof; and in such case, Tenant may defer the payment of the contested Imposition upon condition that any contest by Tenant of the amount or validity of any Imposition shall be subject to the terms of the Fee Mortgage. Landlord shall have no right to contest any Impositions on its own unless requested to do so by Tenant and in such event, in the manner prescribed by Tenant. Section 7.5. The certificate, advice or xxxx of the appropriate official, designated by law to make or issue the same or to receive payment of any Imposition, may be filed for relied upon by Landlord as prima facie evidence that such Imposition is due and unpaid at the nonpayment thereof (if such day is used to determine the due date time of the respective item)making or issuance of such certificate, advice or xxxx. Section 7.6. Tenant shall not be obligated or required hereunder to pay, and Impositions shall not include, any franchise, corporate, estate, inheritance, succession, gift, transfer, capital levy or capital stock taxes imposed upon Landlord or any successor of Landlord, or any municipal, state or federal income, profit or revenue tax upon the income or receipts of Landlord, or any tax imposed solely because of the nature of the business entity of Landlord, or any other tax, assessment, charge or levy upon the Fixed Annual Rent or Additional Rent imposed upon Landlord except to the extent hereinafter provided in this Section 7.6, all of which Landlord shall promptly pay when due; provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create at any time during the term of this lease the methods of taxation prevailing on the date hereof shall be altered or permit changed so as to cause the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property whole or any part thereof or any interest (by type, not amount) of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interestlevies, costs impositions or charges now levied, assessed or imposed upon real estate and penalties the improvements thereon to be levied, assessed or imposed, wholly or partially, on the rents received under this lease or upon or by reason of the occupancy of the Demised Premises, then, any such taxes, excises, assessments and impositions shall be deemed to be Impositions to the extent that the same is imposed upon all owners of comparable real estate in Manhattan and would be payable if the Demised Premises were the only property of Landlord and shall be paid and discharged by Tenant, as Additional Rent, on or before the last day on which the same may be paid without penalty or interest. (a) Tenant shall have the right to seek reductions in the valuation of the Premises assessed for tax purposes and to prosecute any action or proceeding in connection therewith from time to time. Tenant shall be authorized to collect any tax refund obtained by reason thereof and, to the extent such refund is for Impositions paid in whole or in part by Tenant, to retain the same or so much thereof as relates to the payment made by Tenant previously. (b) Landlord shall not be required to join in any such proceedings unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by and/or in the name of Landlord, in which event Landlord shall, at the request and expense of Tenant, join in such proceedings or permit the same to be brought in its name, provided such joinder shall not subject Landlord to any cost or expense for which Tenant is unwilling to reimburse Landlord. (c) Landlord agrees that whenever Landlord's cooperation is required in any of the proceedings brought by Tenant as aforesaid, Landlord will reasonably cooperate therein at the request and expense of Tenant, provided same shall not subject Landlord to any cost or expense. (d) Landlord shall have no right to institute or prosecute any tax reduction proceedings for the period after the 1997/98 tax year unless requested to do so by Tenant, and Tenant shall have no right to institute, prosecute or settle any tax reduction proceedings for the period prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited1997/98 tax year.

Payment of Impositions. Trustor Lessee shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, further interest (except as provided in the fourth sentence of this Section 8.6 with respect to installments) or cost may be assessed or added for nonpayment, such payments to be made directly to the taxing authorities where feasible. Within thirty (30) days after any Impositions are due, Lessee shall deliver to Lessor and the Indenture Trustee copies of receipts, canceled checks or other documentation reasonably satisfactory to Lessor and the Indenture Trustee evidencing payment of Impositions relating to payment of any real estate taxes or assessments. Lessee shall maintain in its records evidence of payment of real estate taxes for a period 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 interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same in installments, and in such event Lessee shall pay only those installments that become due and payable during the Lease Term or relate to the Lease Term, as the same become due and before any fine, penalty, further interest or cost may be assessed or added thereto thereto. If a Lease Event of Default shall occur and be continuing, Lessee shall pay to the Indenture Trustee, in monthly installments in amounts equal to the real estate taxes and assessments payable in connection with the Property to be held and applied by the Indenture Trustee (or imposedLessor if it has no lender), including on such initial payment date such additional amount as shall be necessary to assure that together with the upcoming months’ installment, the full amount of each Imposition shall have been received by the Indenture Trustee (or the day on which any Lien may be filed for the nonpayment thereof (Lessor if such day is used it has no lender) prior to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installmentsImposition. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice Lessee shall have the right to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessmentImposition, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and following: (without limiting the foregoingi) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 concludedat its sole cost and expense, (ii) if the taxesImposition being contested is in the amount of $2,000,000.00 or more, assessments(as such amount may be increased by increases in the CPI in the manner contemplated in Section 8.3(a), interestabove) Lessee shall provide prompt notice to Lessor and Indenture Trustee of such Imposition and contest and the grounds thereof and the Lessee (or Guarantor) then has a Required Rating equal to or greater than the Trigger Rating (or in lieu thereof, costs shall provide a bond in an amount equal to at least 125% of the contested amount (or such higher amount as may be required by applicable law), in form and penalties substance, and from a company reasonably satisfactory to Lessor and the Indenture Trustee), (iii) such contest shall be paid by appropriate legal proceedings conducted in good faith and with due diligence, (iv) except for contests seeking the refund of amounts previously paid, such contest will operate to suspend the collection of, or other realization upon, such Imposition, from any Property or other interest of Lessor or Indenture Trustee, or from any Rent (or otherwise affect Lessee’s obligation to pay, and Lessor’s right to receive, Rent), (v) neither such contest nor an adverse outcome therein will adversely affect the Indenture Trustee’s lien on the Property, (for purposes hereof, “adversely affecting” being deemed to mean such lien is subject to reasonable likelihood of extinguishment), (vi) neither such contest nor an adverse outcome therein will materially and adversely interfere with the possession, use or occupancy or sale of the Property, (vii) neither such contest nor an adverse outcome therein will subject Lessor or the Indenture Trustee or any Holder to any civil or criminal liability (other than, in the case of the Lessor, civil liability for the amounts being contested), (viii) Lessee shall not postpone the payment of any Imposition for such length of time as shall permit the Property to become subject to a lien created by such item being contested that is prior to the date lien securing the Indebtedness (other than a lien of real property taxes which are already a first lien) and (ix) no Lease Event of Default exists. Lessee shall pay any writ Imposition (and related costs) promptly after forgoing any contest or order after receipt of a final adverse judgment, or if such contest is issued under which not being performed in accordance with the Trust Property may be sold, lost or forfeitedterms of this Section 8.6.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge 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 any 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’s possessory interest in the Leased Premises, (ii) any of the Leased Premises or (iii) 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 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), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person, or (D) any transfer tax payable upon a transfer of a Related Premises (or any interest therein or any direct or indirect interest in Landlord) 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 rent tax, if any, payable with respect to the amount of such installment of Basic Rent. If any Imposition may be paid 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 be responsible to obtain all bills for the payment of Impositions and 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 (10) days after Tenant’s receipt thereof, (2) receipts for payment of all real estate taxes required to be paid and discharged, all Impositions not later than by Tenant hereunder within thirty (30) days after the due date thereofthereof 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, or if Landlord is required by a Lender, 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 day Escrow Charges (as hereinafter defined) as they become due. As used herein, “Escrow Charges” shall mean real estate taxes and assessments on which or with respect to the Leased Premises or payments in lieu thereof and premiums on any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item)insurance required by this Lease; provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 insurance is provided by an blanket policy covering the Credit Agreement Leased Premises and (without limiting other premises occupied by Tenant or its Affiliates, then the foregoing) insurance premiums with respect to such insurance shall be excluded from the calculation of Escrow Charges so long as (a) such contest is diligently pursued, (b) Beneficiary determines, no Event of Default exists. Landlord shall in its opinion reasonably exercised, that such contest suspends good faith determine the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution amount of the Trust Property or Escrow Charges (it being agreed that if required by a Lender, such amount shall equal any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary corresponding escrow installments required to be adequate paid by Landlord) 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 cover Tenant. Landlord shall apply the Escrow Payments to the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by Law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord’s demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor a. Each Mortgagor shall duly pay and dischargedischarge prior to delinquency all taxes of every kind and nature (including, without limitation, all real and personal property, income, franchise, withholding, profits and gross receipts taxes), all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed of or against Mortgagor or any of the Mortgaged Property, together with any penalties or interest on any of the foregoing (all of the foregoing are hereinafter collectively referred to as the "IMPOSITIONS"). Each Mortgagor shall have the right, at such Mortgagor's sole cost and expense, to contest or object to the amount or validity of any such Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending Mortgagor's covenant to pay any such Imposition at the time and in the manner provided in this Article 7, unless such Mortgagor has given prior written notice to Mortgagee of such Mortgagor's intent so to contest or object to an Imposition, and unless, (i) legal proceedings shall operate conclusively to prevent the sale of the Mortgaged Property, or cause any part thereof, to satisfy such Impositions prior to final determination of such proceedings; or (ii) such Mortgagor shall furnish a good and sufficient bond or surety or other security reasonably satisfactory to Mortgagee in the amount of the Impositions which are being contested plus any interest and penalty which may be imposed thereon and which could become a lien against the Mortgaged Property; or (iii) such Mortgagor shall have provided a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of such proceedings. Subject to the foregoing, and if Mortgagee shall so request, within ten (10) days after the date when an Imposition is due and payable, the appropriate Mortgagor shall deliver to Mortgagee evidence acceptable to Mortgagee showing the payment of such Imposition. b. Mortgagee shall have the right, after demand to Mortgagors, to pay any Impositions after the date such Imposition shall have become due (subject to each Mortgagor's right to contest such Impositions as hereinbefore provided), and to add to the Secured Obligations the amount so paid, together with interest thereon from the date of such payment at Default Rate and nothing herein contained shall affect such right and such remedy. Any sums paid by Mortgagee in discharge of any Impositions shall be (i) a lien on the Real Estate secured hereby prior to any right or title to, interest in, or claim upon the Real Estate subordinate to the lien of this Junior Mortgage, and (ii) payable on demand. c. Following the occurrence of an Event of Default specified in subsection (a) of Article 20 of this Junior Mortgage or upon any failure on the part of any Mortgagor to pay any Imposition as and when required to be paid and dischargedpursuant to this Junior Mortgage (subject to applicable grace periods), all Impositions not later than the due date thereofMortgagors, or the day upon Mortgagee's request, shall hereafter pay to Mortgagee, on which any finea monthly basis, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used an amount equal to determine the due date one-twelfth of the respective item); provided, however, annual Impositions reasonably estimated by Mortgagee so that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Mortgagee shall have sufficient funds to pay the Impositions on the first day of the month preceding the month in installmentswhich they become due (unless the same is already being deposited with the holder of the Senior Mortgages under the Senior Mortgages). In such event the appropriate Mortgagor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Mortgagee. Upon receipt of such bills, statements or other documents, and providing Mortgagors have deposited sufficient funds with Mortgagee pursuant to this Article 7, Mortgagee shall pay such amounts as may be due thereunder out of the funds so deposited with Mortgagee. If at any time and for any reason the funds deposited with Mortgagee are or will be insufficient to pay such amounts as may then or subsequently be due, Mortgagee shall notify Mortgagors and Mortgagors shall immediately deposit an amount equal to such deficiency with Mortgagee. Notwithstanding the foregoing, Trustor may nothing contained herein shall cause Mortgagee to be deemed a trustee of said funds or to be obligated to pay any amounts in good faith, by appropriate proceedings and upon notice to Beneficiary, contest excess of the validity, applicability or amount of any asserted tax or assessment, subject funds deposited with Mortgagee pursuant to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and this Article 7. If amounts collected by Mortgagee under this paragraph (c) unless expressly provided exceed amounts necessary in order to pay Impositions, Mortgagee may impound or reserve for future payment of Impositions such portion of such excess payments as Mortgagee in its absolute reasonable discretion may deem proper. Should Mortgagors fail to deposit with Mortgagee sums sufficient to pay such Impositions in full at least thirty (30) days before delinquency thereof, Mortgagee may, at Mortgagee's election, but without any obligation so to do, advance any amounts required to make up any deficiency, which advances, if any, shall be added to the contrary in the Credit AgreementSecured Obligations and shall be secured hereby and shall be repayable to Mortgagee with interest at Default Rate, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; as herein elsewhere provided, howeveror at the option of Mortgagee the latter may, that Trustor shall promptly cause to be paid without making any amount adjudged advance whatever, apply any sums held by a court it upon any obligation of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly after such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedMortgagors secured hereby.

Payment of Impositions. Trustor (a) Throughout the Term, Tenant shall duly pay and dischargepay, or cause to be paid and dischargedpaid, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided directly to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest taxing authority or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the other payee therefor. Such payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid completed prior to the date on which such Imposition would become delinquent, subject to Section 13.2 below. If any writ Imposition legally may be paid in installments prior to delinquency, whether or order is issued under not interest shall accrue on the unpaid balance thereof, Tenant shall have the option to pay such installments or portions thereof as shall be properly allocated to periods within the Term, together with any accrued interest. Tenant shall furnish to Landlord, promptly upon receipt thereof, copies of all notices of Property Taxes. Within thirty (30) calendar days after payment by Tenant of a Property Tax, and in any event prior to date of delinquency, Tenant shall deliver to Landlord reasonable evidence of the payment thereof. Other than with respect to Property Taxes, Tenant shall be obligated to provide evidence of the payment of Impositions only when specifically requested to do so by Landlord, at any time and from time to time, and then only as to Impositions that have been paid, are payable or for which notice for the payment thereof has been received within the twenty-four (24) months prior to the date of Landlord’s request. (b) Notwithstanding anything to the contrary herein, (1) all Impositions with respect to the fiscal year or tax year in which the Trust Property may Execution Date occurs shall be sold, lost apportioned so that Tenant shall pay only the portion of the Impositions that is applicable to the period after the Execution Date and (2) all Impositions for the fiscal year or forfeitedtax year in which the Lease Expiration Date occurs or this Lease is earlier terminated shall be apportioned so that Tenant shall pay only the portion of such Impositions that are attributable to the period prior to the Lease Expiration Date.

Payment of Impositions. Trustor Borrower shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which prior to the day any fine, penalty, interest or cost may be added thereto or imposed, or the day on which prior to the day any Lien may be filed filed, for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor Borrower may, if if, to the extent and in the manner permitted by applicable law and law, (a) pay the Impositions in installments, whether or not interest shall accrue on the unpaid balance of such Impositions, if such installment payment would not create or permit the filing of a Lien against the Trust PropertyCollateral, pay and (b) contest the payment of any Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, faith and by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to provided that: (i) any such contest contained contests shall be prosecuted diligently and in a manner not prejudicial to the rights, liens and security interests of Agent, (ii) Borrower shall deposit funds with Agent or obtain a bond in form and substance and with an issuing company reasonably satisfactory to Agent in an amount sufficient to cover any amounts which may be owing in the Credit Agreement event the contest may be unsuccessful (Borrower agreeing to make such deposit or obtain such bond, as the case may be, within five (5) days after demand therefor and (without limiting that, if made by payment of funds to Agent, the foregoing) amount so long as (a) such deposited shall be disbursed in accordance with the resolution of the contest is diligently pursuedeither to Borrower or the adverse claimant), (biii) Beneficiary determines, in its opinion reasonably exercisedno contest may be conducted and no payment may be delayed beyond the date on which the Collateral could be sold for nonpayment (provided however, that such contest suspends may be continued beyond such date so long as Borrower provides assurances, by bond, payment or otherwise, that the obligation Collateral will not be so sold) and (iv) Agent may pay over to pay the tax and that nonpayment taxing authority entitled thereto any or all of the funds at any time when, in the opinion of Agent's counsel, the entitlement of such authority to such funds is established and no reasonable avenues for contesting such entitlement are available to Borrower. Subject to Borrower's right to contest as provided for herein, Borrower shall submit to Agent copies of tax statements and paid tax receipts evidencing the due and punctual payment of all real estate and personal property taxes, charges and assessments levied upon or assessment will not result in assessed or charged against the sale, loss, forfeiture Collateral on or diminution before thirty (30) days of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency delinquent date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of any such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor shall duly pay and discharge(a) Tenant shall, or cause to be paid and discharged, all Impositions not later than the due date thereof, or at least five (5) days prior to the day on which before any fine, penaltyinterest, interest penalty or cost may be added thereto or imposed, or at least five (5) days prior to the day on which any Lien lien may be filed for the nonpayment non-payment thereof (if such day is used to determine the due date of the respective item), 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 any 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) any of the Leased Premises, including any increases in real estate taxes from a reassessment of the Leased Premises by the applicable taxing authority as a result of any transfer of the Leased Premises (A) to any affiliate of Landlord or Landlord's parent of which Landlord's parent directly or indirectly owns beneficially more than fifty percent (50%) or (B) to Landlord's parent so long as in any such case Tenant has an opportunity to review and comment upon the structure of such transfer prior to the occurrence thereof, (iii) 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, or (iv) any Lender by reason of any Note, Mortgage, Assignment or other document evidencing or securing a Loan and which (as to this clause (iv)) Landlord has agreed to pay (collectively, the "Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 a substitute for any then existing tax, assessment or other charge upon or with respect to the Leased Premises which, if permitted it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord or Lender, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person or (D) any increases in real estate taxes from a reassessment of the Leased Premises by the applicable law taxing authority as a result of (x) any sale or transfer of the Leased Premises or, (y) any sale or transfer of ownership interests by any member of Landlord, except as provided in (ii) above. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installmentswhich may be issued by any 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. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount Any refunds of any asserted tax or assessment, subject Impositions attributable to any more restrictive provisions applicable to any such contest contained in period during the Credit Agreement Term shall be payable to, and (without limiting shall be the foregoing) so long as (a) such contest is diligently pursuedproperty of, Tenant. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Landlord shall have the obligation right at any time following the occurrence and during the continuation of an Event of Default to require Tenant to pay to Landlord (or Lender if Landlord is so required pursuant to the terms of the Mortgage) an additional monthly sum (the "Escrow Payments") sufficient to pay the tax 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 that nonpayment of such tax or assessment will not result in premiums on any insurance required by this Lease. Landlord shall determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord and not Lender, or any part thereof if Lender shall hold the Escrow Payments and shall so agree, the Escrow Payments shall not be commingled with other funds of Landlord or any other Persons and interest shall accrue thereon for the benefit of Beneficiary thereinTenant, and (c) unless expressly provided from the date such monies are received by or on behalf of Landlord to the contrary in date such monies are disbursed to pay Escrow Charges. Landlord or Lender, as the Credit Agreementcase may be, prior shall apply the Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interestLandlord or Lender, costs and penalties; providedas the case may be, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, which shall include written verification of such deficiency, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement Indenture and (without limiting the foregoing) so long as (a) such contest is diligently pursuedproperly contested in accordance with applicable provisions of the Indenture, and (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit AgreementIndenture, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount reasonably determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's ’s rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge 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 any 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 cause (iv) Landlord as a result of or arising in respect of the acquisition, 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), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person or (D) any Costs incurred by Landlord or any Indemnitee as a result of and to the extent of any Indemnitee's negligence acts (but not omissions, unless such omissions constitute gross negligence) or willful misconduct. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Basic Rent. If any Imposition may be paid 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. If at any time during the Term Tenant shall be paying Taxes directly to the applicable taxing authority (and not by way of a servicer arranged by a party other than Tenant), then within ten (10) days after Landlord's request therefor, Tenant shall deliver to Landlord, (x) receipts for payment of all taxes required to be paid and discharged, all Impositions not later than by Tenant hereunder within thirty (30) days after the due date thereofthereof and (y) receipts for payment of all other Impositions. Tenant shall, in any event, deliver to Landlord copies of all settlements and all notices pertaining to the non-payment, late payment or the day on change in Impositions which any fine, penalty, interest or cost may be added thereto issued by any governmental authority within ten (10) days after Tenant's receipt thereof unless such settlement or imposed, notice indicates that a copy of such settlement or notice has been sent directly to Landlord and/or Lender. Tenant and Landlord agree that they shall each cooperate with the day on which any Lien other with respect to the delivery of such notices and/or requests as may be filed for required by each applicable local taxing authority in order to cause each such local taxing authority to send all real estate tax bills and assessments applicable to the nonpayment thereof corresponding Related Premises to the Tenant's tax servicer (if which tax servicer shall be the same tax servicer as designated by Mercury under the Mercury Lease) and to send copies of all such day is used tax bills be sent to determine the due date of the respective item)Landlord's tax servicer; provided, however, that Trustor maythe failure of any such taxing authority to send to any such bills to the Tenant's tax servicer shall not mitigate any obligation of Tenant to pay such taxes and/or assessments before delinquency and/or interest or penalties are due thereon. (b) Following the occurrence of an Event of Default, or if permitted Landlord is required by applicable law and if a Lender, Tenant shall pay to Landlord such installment payment would amounts (each an "Escrow Payment") monthly or as required by such Lender (but not create or permit the filing of a Lien against the Trust Property, more often than monthly) so that there shall be in an escrow account an amount sufficient to pay the Impositions Escrow Charges (as hereinafter defined) as they become due. As used herein, "Escrow Charges" shall mean real estate taxes and assessments on or with respect to the Leased Premises or payments in installmentslieu thereof and premiums on any insurance required by this Lease and any reserves for capital improvements, replacements, deferred maintenance or repairs required by any Lender. Landlord shall determine the amount of the Escrow Charges (it being agreed that if required by a Lender, such amount shall equal any corresponding escrow installments required to be paid by Landlord) and the amount of each Escrow Payment. To the extent held by Landlord, the Escrow Payments shall not be commingled with other funds of Landlord or other Persons. Neither Landlord nor Lender shall be required to deposit any Escrow Payments into an interest bearing account, however, in the event any Escrow Payments are deposited into an interest bearing account, the interest earned thereon shall accrue to the benefit of Tenant, and, to the extent actually paid to Landlord, shall be paid over to Tenant. Landlord shall apply the Escrow Payments 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, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the amount of the deficiency to Landlord. Notwithstanding the foregoing, Trustor may Landlord and Tenant agree that Tenant shall make (or cause to be made) on the Commencement Date payment of the initial tax and insurance escrow deposit in good faithan amount reasonably determined on the Commencement Date by Landlord or Lender with respect to the Combined Property (the "Initial Tax/Insurance Deposit") required by the Initial Lender for and on behalf of Tenant, and that from and after the date of this Lease, Tenant shall make (or cause to be made) Escrow Payments (to Landlord, Lender or a tax service or loan servicer, as directed by appropriate proceedings Landlord) for real estate taxes and upon notice assessments (or payments in lieu thereof) on or with respect to Beneficiarythe Leased Premises for which Tenant is otherwise responsible under the terms of this Lease, contest monthly, in an amount equal to one-twelfth (1/12) of the validityannual estimated real estate taxes and assessments and insurance premiums with respect to the insurance required to be maintained pursuant to Paragraph 16 for the Leased Premises for the applicable Lease Year (or fiscal tax year, applicability if different), as reasonably determined by Landlord and confirmed by Lender. Subject to the terms and conditions of the Loan Documents, Landlord shall direct such tax service or loan servicer to utilize the Initial Tax/Insurance Deposit and such Escrow Payments to pay the applicable real estate taxes and assessments and insurance premiums for each Related Premises as and when such amounts are due and payable. In addition, Tenant shall make (or cause to be made) on the Commencement Date payment of the initial replacement escrow deposit in the amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement $400,000 and (without limiting the foregoing) so long as the Initial Loan remains outstanding and no Event of Default occurs, Tenant shall not be required to pay ongoing replacement reserves. Provided that no Event of Default then exists, any remaining balance of the Escrow Payments shall be promptly returned to Tenant (aor to such other Person as Tenant shall direct in writing) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends upon the expiration or earlier termination of the Term or earlier termination of the requirement to make Escrow Payments. Tenant's obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property Escrow Payments pursuant to this Paragraph 9(b) shall be without duplication or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided Escrow Payments previously paid by Mercury under the Mercury Lease with respect to the contrary in Leased Premises hereunder for the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsame period.

Payment of Impositions. Trustor Borrower shall duly pay and discharge, when due (or cause with respect to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreementreal estate taxes, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of such tax or assessment becoming delinquent) and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 before any penalty attaches all taxes, assessments, interestgovernmental charges, costs water charges, sewer charges, and penalties shall other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or charged against or constituting a lien on the Premises or any interest therein (“Impositions”) and will upon demand furnish to the Lender proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid prior by the Borrower, or changing in any way the laws relating to the date taxation of mortgages or debts secured by mortgages or a lender’s interest in the Premises, so as to impose such Imposition on the Lender or on the interest of the Lender in the Premises, then, in any writ such event, Borrower shall bear and pay the full amount of such Imposition, provided that if for any reason payment by Borrower of any such Imposition would be unlawful, or order is issued under if the payment thereof would constitute usury or render the Indebtedness Secured Hereby wholly or partially usurious, Lender, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due and payable, without prepayment premium, or Lender, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness Secured Hereby unlawful or usurious, in which event Borrower shall concurrently therewith pay the Trust Property may be sold, lost remaining lawful and non-usurious portion or forfeitedbalance of said Imposition.

Payment of Impositions. Trustor (a) Lessee shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than due and payable during the due date thereofLease Term or payable as provided in Section 8.7, or the day on which before any fine, penalty, premium, further interest (except as provided in Section 8.6(b)) or cost may be assessed or added for nonpayment, such payments to be made directly to the taxing authorities where feasible. (b) If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (regardless whether interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same in installments, and in such event Lessee shall pay only those installments that become due and payable during the Lease Term or, as provided in Section 8.7, relate to the Lease Term, as the same become due and before any fine, penalty, premium, further interest or cost may be assessed or added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereto. (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. c) Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice Lessee shall have the right to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessmentImposition, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and following: (without limiting the foregoingi) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 concludedat Lessee’s sole cost and expense; (ii) such contest shall be by appropriate legal proceedings conducted in good faith and with due diligence; (iii) such contest will operate to suspend the collection of, or other realization upon, such Imposition, from any Property or other interest of Lessor, or from any Rent (and will not otherwise adversely affect Lessee’s obligation to pay, and Lessor’s right to receive, Rent); (iv) such contest will not otherwise adversely affect Lender’s lien on any Property or Lessor’s right to any Property (for purposes hereof, “adversely affect” being deemed to mean that such lien or Lessor’s right would be subject to reasonable likelihood of extinguishment, impairment or loss of priority); (v) such contest will not materially and adversely interfere with the taxespossession, assessmentsuse or occupancy or sale of the Property; (vi) such contest will not subject Lessor to any civil (other than for the amounts being contested and related interest, interestpenalties, costs and penalties shall be paid prior to the date any writ expenses) or order is issued under which the Trust Property may be sold, lost or forfeited.criminal liability;

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any Easement Agreement maintained for the due date thereofbenefit 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 the any of 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 of any of the Leased Premises, any activity conducted on any of the Leased Premises by Tenant or any Person claiming by, through or under Tenant, or the day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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)) is normal and customary and Landlord has agreed to pay (collectively, the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat Impositions shall not include (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within ten (a10) such contest is diligently pursued, days after Landlord's request therefor. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Landlord shall have the obligation right during the occurrence of a monetary Event of Default to require Tenant to pay to Landlord an additional monthly sum (each an "Escrow Payment") sufficient to pay the tax 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 that nonpayment of such tax or assessment will not result in premiums on any insurance required by this Lease. Landlord shall determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. The Escrow Payments may be commingled with other funds of Landlord or any part thereof other Persons and no interest thereon shall be due or any interest of Beneficiary therein, and (c) unless expressly provided payable to Tenant. Landlord shall apply the contrary in the Credit Agreement, prior Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge 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 any of the Leased Premises, all ground rents and all other public charges whether of alike 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 cause to be paid and discharged(iv) Landlord as a result of or arising in respect of the acquisition, all Impositions not later than ownership, occupancy, leasing, use, or possession of any of the due date thereofLeased Premises, or the day sale of any of the Leased Premises to Tenant pursuant to this Lease, any activity conducted on which any fine, penalty, interest or cost may be added thereto or imposedof the Leased Premises, or the day on which any Lien may be filed for Rent, (collectively, the nonpayment thereof (if such day is used to determine the due date of the respective item“Impositions”); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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. If any Imposition may be paid in installments without same being delinquent, 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 if 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 (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) Following the occurrence and during the continuance of an Event of Default Tenant shall pay to Landlord such installment payment would amounts (each an “Escrow Payment”) monthly or as required by such Lender (but not create or permit the filing of a Lien against the Trust Property, more often than monthly) so that there shall be in an escrow account an amount sufficient to pay the Impositions Escrow Charges (as hereinafter defined) as they become due. As used herein, “Escrow Charges” shall mean real estate taxes and assessments on or with respect to the Leased Premises or payments in installmentslieu thereof and premiums on any insurance required by this Lease. Notwithstanding the foregoingLandlord shall, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest determine the validity, applicability or amount of any asserted tax the Escrow Charges and the amount of each Escrow Payment. The Escrow Payments may be commingled with other funds of Landlord or assessment, subject other Persons and no interest thereon shall be due or payable to any more restrictive provisions applicable Tenant. Landlord shall apply the Escrow Payments to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord’s demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Subject to the provisions of paragraph 11.14 herein, Trustor shall duly will pay and discharge, or cause to be paid and discharged, all the Impositions not later than the due earlier of the date thereofsame becomes delinquent, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, imposed or the day on which any Lien lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment payments would not create or permit the filing of a Lien lien against the Trust Mortgaged Property, pay the Impositions in installmentsinstallments whether or not interest shall accrue on the unpaid balance of such Impositions. Notwithstanding the foregoing, Trustor may in good faith, in lieu of paying such Impositions as they become due and payable, by appropriate proceedings and upon notice to Beneficiaryproceedings, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any validity thereof. During such contest contained Trustor shall not be deemed in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment default hereunder because of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreementnonpayment if, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with furnishes Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of indemnity bond, conditioned that such tax or assessment with interest, cost and penalties be paid as herein stipulated, secured by a deposit in cash or security acceptable to Beneficiary or with surety acceptable to Beneficiary, in the amount of the tax or assessment being contested by Trustor and a reasonable additional sum to cover pay all possible interestcosts, costs interest and penalties; provided, however, that penalties imposed or incurred in connection therewith. Upon conclusion of such contest Trustor shall promptly cause to be paid pay any amount adjudged by a court of competent jurisdiction to be due, with all interestcosts, costs penalties and penalties thereon, promptly after interest thereon prior to the date such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date or any writ or order is issued under which the Trust Mortgaged Property may be sold, lost or forfeited.sold pursuant to such judgment. 4.5

Payment of Impositions. Trustor Borrower shall duly pay and discharge, or cause to be paid and discharged (or, with respect to any Property where Borrower does not control the Property Owner, use its reasonable efforts to cause to be paid and discharged), all Impositions not later than the due date thereof, or the day on which prior to the day any fine, penalty, interest or cost may be added thereto or imposed, or the day on which prior to the day any Lien may be filed filed, for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor Borrower may, if if, to the extent and in the manner permitted by applicable law and law, (a) pay the Impositions in installments, whether or not interest shall accrue on the unpaid balance of such Impositions, if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay and (b) contest the payment of any Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, faith and by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to provided that: (i) any such contest contained in the Credit Agreement contests shall be prosecuted diligently, and (without limiting ii) no contest may be conducted and no payment may be delayed beyond the foregoing) so long as date on which the Property could be sold for nonpayment (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercisedprovided however, that such contest suspends may be continued beyond such date so long as Borrower provides assurances, by bond, payment or otherwise, that the obligation to pay the tax and that nonpayment of such tax or assessment Property will not result in be so sold). Subject to Borrower's right to contest as provided for herein, Borrower shall submit to Agent copies of tax statements and paid tax receipts evidencing the saledue and punctual payment of all real estate and personal property taxes, loss, forfeiture charges and assessments levied upon or diminution assessed or charged against the Properties on or before thirty (30) days of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency delinquent date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of any such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor Tenant shall duly pay and discharge, or cause prior to be paid and dischargeddelinquency, all Impositions not later than taxes (including real and personal property, franchise, sales, gross receipts and rent taxes), all charges for any easement or agreement maintained for the due date thereofbenefit 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 the Leased Premises, 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) the Leased Premises, or (iv) Landlord as a result of or arising in respect of the ownership, occupancy, leasing, use, or possession of the Leased Premises, any activity conducted on the Leased Premises, or the day on which any fineRent (collectively, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item“Impositions”); provided, howeverthat nothing herein shall obligate Tenant to pay any of the following: (A) income, that Trustor mayexcess profits or other taxes of Landlord which are determined on the basis of Landlord’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 permitted it were in effect, would be payable by applicable law and if Tenant under the provisions hereof or by the terms of such installment payment would not create tax, assessment or permit other charge); (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord; (C) any capital gains tax imposed on Landlord in connection with the filing sale of the Leased Premises to any Person; (D) any transfer taxes or fees due in connection with a Lien against sale or transfer of the Trust PropertyLeased Premises to any Person; (E) any mortgage registration tax or fee with respect to any financing obtained by Landlord; or (F) any other Impositions of any kind caused by, pay resulting from, or imposed as an incident to Landlord’s sole dealing with respect to the Impositions Leased Premises. If any Imposition may be paid in installments, Tenant shall have the option to pay such Imposition in installments; in such event, Tenant shall be liable only for those installments which accrue during the Term. Notwithstanding Tenant shall prepare and file all tax reports required by governmental authorities which relate to the foregoing, Trustor may in good faith, by appropriate proceedings and Impositions. Promptly upon notice to Beneficiary, contest the validity, applicability or amount Tenant’s payment of any asserted tax Impositions, Tenant shall deliver to Landlord copies of receipts or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment other evidence of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor shall duly Mortgagor will pay when due and dischargebefore any penalty or interest attaches because of delinquency in payment, all taxes, installments of assessments, water charges, sewer charges, and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or cause charged against or constituting a lien on the Premises or any interest therein or the Indebtedness (hereinafter collectively referred to as the "Impositions"); and will upon demand furnish to Mortgagee proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon mortgagees the payment of the whole or any part of the Impositions herein required to be paid and discharged, all Impositions not later than the due date thereofby Mortgagor, or changing in any way the day laws relating to the taxation of mortgages or debts secured by mortgages or a mortgagee's interest in mortgaged premises, so as to impose such Imposition on which Mortgagee or on the interest of Mortgagee in the Premises, then, in any finesuch event, penaltyMortgagor shall bear and pay the full amount of such Imposition, interest or cost may provided that if for any reason payment by Mortgagor of any such Imposition would be added thereto or imposedunlawful, or if the day on payment thereof would constitute usury or render the Indebtedness wholly or partially usurious, Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due and payable, without prepayment fee, or Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness unlawful or usurious, in which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, event Mortgagor shall concurrently therewith pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings remaining lawful and upon notice to Beneficiary, contest the validity, applicability non-usurious portion or amount balance of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsaid Imposition.

Payment of Impositions. Trustor (a) Subject to the provisions of subparagraph (c), below, Mortgagor shall duly pay and dischargedischarge all taxes of every kind and nature (including, without limitation, all real and personal property taxes and assessments, income, franchise, withholding, profits and gross receipts taxes), all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges and other public charges whether of a like or different nature, foreseen or unforeseen, ordinary or extraordinary, public or private, imposed upon or assessed against Mortgagor or any of the Property (including without limitation, any of the Property which is affixed to the Land, or cause used in connection therewith and owned by the Mortgagor) and other space beyond the lot line and on or abutting the public sidewalks in front of or adjoining the Land (to the extent that the Mortgagor is liable therefor), or arising in respect of the occupancy, use or possession thereof, together with any penalties, late charges or interest on any of the foregoing (all of the foregoing are hereinafter collectively referred to as the "Impositions"). (b) subject to the provisions of subparagraph (c) below, nothing herein shall affect the right or remedy of Mortgagee under this Mortgage or otherwise to pay any Imposition as and when provided by the terms of the Collateral Agreement or the Plan. Any sums paid by or on behalf of Mortgagee in discharge of any Impositions shall (i) constitute a lien and charge upon all the Property and (ii) be payable by Mortgagor pursuant to the terms of the Collateral Agreement. Nothing contained in this Mortgage shall be deemed to waive or impair any right of Mortgagee to be paid subrogated to the rights of the payee of any Imposition. (c) The Plan and dischargedCollateral Agreement shall govern Mortgagor's obligation to pay Impositions, all Impositions not later than including the due date thereofright of Mortgagor to contest same, or the day on which liability of Mortgagor to Mortgagee for any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used payment pursuant to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, subparagraph (b) Beneficiary determines), in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedabove.

Payment of Impositions. Trustor shall duly Borrower will pay and discharge, or cause to be paid and discharged, any and all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, imposed or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor Borrower may, if permitted by applicable law and if such installment payment payments would not create or permit the filing filings of a Lien against any portion of the Trust PropertyPremises, pay the Impositions in installmentsinstallments whether or not interest shall accrue on the unpaid balance of such Impositions. Notwithstanding the foregoing, Trustor Borrower may in good faith, in lieu of paying such Impositions as they become due and payable, by appropriate proceedings and upon notice to Beneficiaryproceedings, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any validity thereof. During such contest contained Borrower shall not be deemed in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment Default hereunder because of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreementnonpayment if, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary Borrower furnishes Lender an amount determined by Beneficiary to be adequate to cover the payment of indemnity bond, conditioned that such tax or assessment with interest, cost and penalties be paid as herein stipulated, secured by a deposit in cash or security acceptable to Lender or with surety acceptable to Lender, in the amount of the tax or assessment being contested by Borrower and a reasonable additional sum to cover pay all possible interestcosts, costs interest and penalties; provided, however, that Trustor penalties imposed or incurred in connection therewith. Upon conclusion of such contest Borrower shall promptly cause to be paid pay any amount adjudged by a court of competent jurisdiction to be due, with all interestcosts, costs penalties and penalties thereon, promptly after interest thereon prior to the date such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date or any writ or order is issued under which any portion of the Trust Property Premises may be sold, lost or forfeitedsold pursuant to such judgment.

Payment of Impositions. Trustor Subject to the adjustments set forth ---------------------- herein, Tenant shall duly pay, in the manner set forth in Section 3.04, as Additional Rent, to the Landlord an amount equal to the amount necessary to pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost (as hereinafter defined) that may be added thereto levied or imposedbecome a lien on any Leased Property or any part thereof at any time (whether prior to or during the Term, but not that arise and are assessed after the end of the Term of the Lease), without regard to prior ownership of said Leased Property, before the same becomes delinquent. Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon any Leased Property or the day on which any Lien part thereof. Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any Imposition as may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); required by governmental authorities, provided, however, that Trustor 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. Tenant shall be entitled to any refund due in respect of such Impositions from any taxing authority if no Event of Default shall have occurred hereunder and be continuing. Any refunds in respect of such Impositions retained by Landlord due to an Event of Default shall be applied as provided in Section 9.08. Landlord and 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 a Leased Property as may be necessary to prepare any required tax returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Landlord and Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file with respect to their respective owned personal property. Landlord, to the extent it possesses the same, and Tenant, 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. To the extent that Landlord is legally required to file personal property tax returns, Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest. Tenant may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to BeneficiaryLandlord, contest the validityat Tenant's option and at Tenant's sole cost and expense, applicability protest, appeal, or amount institute such other proceedings as Tenant may deem appropriate to effect a reduction of any asserted tax real estate or assessmentpersonal property assessments and Landlord, subject to any more restrictive provisions applicable to at Tenant's expense as aforesaid, shall fully cooperate with Tenant in such protest, appeal, or other action. Tenant shall provide Landlord copies of all materials filed or presented in connection with any such contest contained in proceeding. Tenant shall promptly reimburse Landlord for all taxes paid by Landlord, which were not paid with deposits received from Tenant, upon receipt of xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the Credit Agreement property with respect to which such payments are made. Impositions imposed with respect to the tax-fiscal period during which the Term commences and (without limiting terminates as to each Leased Property shall be adjusted and prorated between Landlord and Tenant on a per diem basis, with Tenant being obligated to pay its pro rata share from and including the foregoing) so long Commencement Date to and including the expiration or termination date of the Term or Extension Term, as (a) the case may be, whether or not such contest Imposition is diligently pursuedimposed before or after such commencement or termination, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the 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 tax and that nonpayment amount which Landlord may be caused to pay of such any privilege tax, sales tax, gross receipts tax, rent tax, occupancy tax or assessment will not result in the salelike tax (excluding any tax based on net income), losshereinafter levied, forfeiture assessed, or diminution of the Trust Property imposed by any federal, state, city, county or municipal or other local governmental authority, or any part thereof subdivision thereof, upon or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest measured by rent or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause other consideration required to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued Tenant under which the Trust Property may be sold, lost or forfeitedthis Lease.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales, gross receipts and dischargedrent taxes), all Impositions not later 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 any of the Leased Premises, all ground rents (other than any ground rent payable under any ground lease executed after the due date thereofhereof) 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 of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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 is obligated to pay (collectively, the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"IMPOSITIONS"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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 or otherwise. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within thirty (a30) such contest is diligently pursued, days after Landlord's request therefor. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Landlord shall have the obligation right at any time after occurrence and during the continuance of an Event of Default to require Tenant to pay to Landlord an additional monthly sum (each an "ESCROW PAYMENT") sufficient to pay the tax 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 that nonpayment of such tax or assessment will not result premiums on any insurance required by this Lease. Landlord shall in good faith determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. The Escrow Payments may be commingled with other funds of Landlord or any part thereof other Persons and no interest thereon shall be due or any interest of Beneficiary therein, and (c) unless expressly provided payable to Tenant. Landlord shall apply the contrary in the Credit Agreement, prior Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor Subject to Tenant’s rights of contest pursuant to the provisions of Article 13, Tenant shall duly pay and dischargepay, or cause to be paid and dischargedpaid, all Impositions not later than due or becoming due from and after the Commencement Date as and when such Impositions become due and payable and directly to the parties to whom such Impositions are payable prior to the date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item)non-payment; provided, however, that Trustor Tenant shall not be in breach of its obligations under this Section 5.1 in the event of a breach by Landlord of its obligations under Section 5.2. Upon request by Landlord, Tenant shall furnish to Landlord prior to the date on which any such fine, penalty, interest or cost may be added for non-payment, copies of receipts or other reasonably satisfactory evidence of such payments. Such payments shall be made 1845797.11-NYCSR07A - MSW directly to the authorities levying or to the other persons entitled to such Impositions, if possible. Subject to Tenant’s rights of contest pursuant to the provisions of Article 13, Tenant’s obligation to pay Impositions shall be deemed absolutely fixed upon the date such Impositions become due to the authority or person entitled thereto. If any such Imposition may, if permitted by applicable law and if at the option of the payor, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such installment payment would not create or permit the filing of a Lien against the Trust PropertyImposition), Tenant may pay the Impositions same (and shall pay any accrued interest on the unpaid balance of such Imposition) in installments, and in such event shall pay such installments (subject to Tenant’s right of contest pursuant to the provisions of Article 13) as the same become due and before any fine, penalty, premium, further interest or cost is added thereto. Notwithstanding Impositions 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 foregoing, Trustor may in good faith, timely payment by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount Tenant of any asserted tax amount to be paid to Landlord or assessmenta Facility Mortgagee, subject if applicable, under Section 5.4 shall be deemed to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the satisfy Tenant’s obligation to pay the Imposition for which funds are escrowed. Landlord shall, at its expense and to the extent required or permitted by applicable laws and regulations, prepare and file all returns with respect to Landlord’s net income, gross receipts, sales, use, single business, transaction privilege, rent, ad valorem and franchise taxes, and with respect to taxes on Landlord’s capital stock. Tenant shall, at its expense, and to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and that nonpayment of such tax reports with respect to any Imposition as may be required by governmental agencies, authorities or assessment will not result in other persons entitled to the sale, loss, forfeiture or diminution receipt of the Trust Property Impositions. If any refund shall be due from any taxing authority or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided other persons entitled to the contrary in the Credit Agreement, prior to the earlier receipt of the commencement of such contest or Impositions with respect to any Imposition paid by Tenant, the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor same shall promptly cause to be paid any amount adjudged over to and retained by a court of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly after such judgment becomes final (and, subject to Beneficiary's rights and remedies during Tenant unless an Event of DefaultDefault shall have occurred hereunder and be continuing, Beneficiary shall make any sum deposited pursuant to clause (c) above available for in which case such payment); and provided, further, that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties refund shall be paid prior over to and retained by Landlord to either be (i) applied by Landlord to the date any writ cost of curing such Event of Default with the balance, if any, thereafter remitted by Landlord to Tenant, or order (ii) retained by Landlord and applied as provided in Article 17 if the Event of Default cannot be cured. Landlord and Tenant shall, each upon a request by the other, provide such information as is issued under which maintained by the Trust party to whom the request is made with respect to the Property as may be soldreasonably necessary to prepare any required returns or reports. If any governmental agency or authority classifies any property covered by this Lease as personal property, lost or forfeitedTenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Landlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, will provide to the other party, promptly upon request, cost and depreciation records reasonably necessary for filing returns for any property so classified as personal property. If Landlord is legally required to file any personal property tax returns, Landlord shall provide Tenant with copies of any assessment notices with respect thereto in sufficient time for Tenant to file a protest with respect thereto if it so elects pursuant to Article 13.

Payment of Impositions. Trustor (i) Subject to Article 8 relating to permitted contests, Tenant shall duly pay and dischargepay, or cause to be paid and dischargedpaid, all Impositions not later than the due date thereof, or the day on which 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 authorities where feasible, or, as required under the Loan Agreement, to any escrow accounts related to Impositions, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. 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), 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 as the same become due and before any fine, penalty, premium, further interest, or cost may be added thereto thereto. (ii) Landlord, at its expense, shall, to the extent required or imposedpermitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes, and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. (iii) If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, then the same shall be paid over to or retained by Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have been declared by Landlord and be continuing, then any such refund shall be paid over to or retained by Landlord. (iv) Landlord and 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. (v) In the event Government Agencies classify any property covered by this Lease as personal property, then Tenant shall file, or cause the day on Management Parties to file, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Lease and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. (vi) Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file. Landlord may, upon notice to Tenant, at Landlord’s option and at Landlord’s sole expense, appeal, protest, or institute such other proceedings (in its or Tenant’s name) as Landlord may deem appropriate to effect a reduction of real estate assessments and Tenant shall fully cooperate with Landlord in such protest, appeal, or other action. (vii) Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item)time has knowledge; provided, however, that Trustor mayLandlord’s failure to give any such notice 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, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Tenant shall pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.following:

Payment of Impositions. Trustor shall duly Tenant covenants and agrees to pay and discharge, or cause during the Term directly to be paid and discharged, all Impositions not later than the due date thereof, or the day on which applicable authority before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (if such day is used including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to determine which the due date Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the respective itemDemised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as “Impositions”), which at any time during the Term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Within ten (10) days after receipt, Landlord shall deliver to Tenant any Imposition xxxx or statement sent by the pertinent governmental agency or utility to Landlord. Tenant shall be able to take advantage of all applicable discounts for early payment of Impositions. Neither the Impositions nor any other charge passed onto Tenant shall ever include any (i) profit, income, revenue or similar tax upon the income of Landlord or any franchise, excise, corporate, estate, partnership, inheritance, succession, capital levy, transfer, documentary or similar tax of Landlord, or (ii) any charge, fee or amount due and payable in connection with the design, development or construction of the Demised Premises, including without limitation impact fees; utility connection, inspection or impact fees; and building fees. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the Term shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof, provided, however, that Trustor mayif by law any special assessment is payable (without default) or, if permitted by applicable law at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment, in installments as the same respectively become payable and if before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment payment would not create and the interest thereon. Tenant shall pay all special assessments or permit installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the filing Demised Premises, or any portion thereof, which are due and payable during the Term. Landlord shall pay all installments of a Lien against special assessments (including interest accrued on the Trust Property, pay unpaid balance) which are payable prior to the Impositions in installments. Notwithstanding commencement and after the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability expiration or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution sooner termination of the Trust Property Term. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any part thereof or any interest portion thereof, which pertain to the Term. Landlord shall pay all real estate taxes which pertain to the period prior to the commencement of Beneficiary therein, and (c) unless expressly provided the Term. Any provision herein to the contrary in notwithstanding, Landlord shall pay that portion of the Credit Agreement, real estate taxes and installments of special assessments attributable to the Demised Premises prior to and after the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under Term which the Trust Property may be soldnumber of days in said years not within the Term bears to 365, lost or forfeitedand Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years.

Payment of Impositions. Trustor Mortgagor shall duly pay when due and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 before any penalty attaches all taxes, assessments, interestgovernmental charges, costs water charges, sewer charges, and penalties shall other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or charged against or constituting a Lien on the Premises or any interest therein ("Impositions") and will upon demand furnish to the Mortgagee proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid prior by the Mortgagor, or changing in any way the laws relating to the date taxation of mortgages or debts secured by mortgages or a mortgagee's interest in mortgaged premises, so as to impose such Imposition on the Mortgagee or on the interest of the Mortgagee in the Premises then, in any writ such event, Mortgagor shall bear and pay the full amount of such Imposition, provided that if for any reason payment by Mortgagor of any such Imposition would be unlawful, or order is issued under if the payment thereof would constitute usury or render the Indebtedness Secured Hereby wholly or partially usurious, Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due and payable, without prepayment premium, or Mortgagee, at its option, may pay that amount or portion of such Impositions as renders the Indebtedness Secured Hereby unlawful or usurious, in which event Mortgagor shall concurrently therewith pay the Trust Property may be sold, lost remaining lawful and non-usurious portion or forfeitedbalance of said imposition.

Payment of Impositions. Trustor shall duly (a) Commencing on the Commencement Date, subject to Paragraph 9(b) below, Tenant shall, before interest or penalties are due thereon, pay directly to the applicable governmental authority, all taxes (including real and dischargepersonal property, franchise, sales, use, gross receipts and rent taxes), all charges payable pursuant to any Easement Agreement, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to any of the Leased Premises, 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 cause (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 (1) Landlord shall promptly reimburse Tenant for any Impositions properly allocable to the period prior to the Commencement Date, and (2) 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), (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. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Basic Rent. If any Imposition may be paid in installments without penalty, Tenant shall have the option to pay such Imposition in installments. Tenant shall be liable only for Impositions or installments thereof which become due and payable during the Term. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (10) days after Tenant’s receipt thereof, (2) receipts for payment of all taxes required to be paid and discharged, all Impositions not later than by Tenant hereunder within thirty (30) days after the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed thereof and (3) receipts for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and other Impositions within ten (without limiting the foregoing10) so long as (a) such contest is diligently pursued, days after Landlord’s request therefor. (b) Beneficiary determinesIf an Event of Default occurs and Landlord is required by a Lender, Tenant shall pay to Landlord such amounts (each an “Escrow Payment”) quarterly or as required by such Lender (but not more often than quarterly) so that there shall be in its opinion reasonably exercised, that such contest suspends the obligation an escrow account an amount sufficient to pay the tax Escrow Charges (as hereinafter defined) as they become due. As used herein, “Escrow Charges” shall mean: (i) real estate taxes and that nonpayment of such tax assessments due and payable during the Term on or assessment will not result with respect to the Leased Premises or payments in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary thereinlieu thereof, and premiums on any insurance required by this Lease; and (cii) unless expressly provided to any reserves for capital improvements, deferred maintenance, repair and/or tenant improvements and leasing commissions required by any Lender following the contrary in the Credit Agreement, prior to the earlier occurrence of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default. Landlord shall reasonably determine the amount of the Escrow Charges (it being agreed that if required by a Lender, Beneficiary such amount shall make equal any sum deposited pursuant corresponding escrow installments required to clause (cbe paid by Landlord) and the amount of each Escrow Payment. Escrow Charges for real estate taxes and assessments and insurance premiums may be commingled with other funds of Landlord or other Persons and no interest thereon shall be due or payable to Tenant. Escrow Charges listed in Paragraph 9(b)(ii) above available for such payment); and provided, further, that in any event each such contest shall be concluded, held in a separate interest bearing money market or similar account and all interest thereon shall become part of and applied to Escrow Payments. Landlord shall apply the taxes, assessments, interest, costs Escrow Payments to the payment of the Escrow Charges in such order or priority as Landlord shall determine or as required by Law but in no event later than when same are due and penalties payable. If at any time the Escrow Payments theretofore paid to Landlord shall be paid prior insufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord’s demand therefor, shall pay the amount of the deficiency to Landlord. At the date any writ expiration or order earlier termination of this Lease, all Escrow Payments not applied as provided in this Paragraph 9(b) shall be promptly refunded to Tenant, provided there is issued not then an uncured Event of Default existing under which the Trust Property may be sold, lost or forfeitedthis Lease.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any 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, (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 day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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 day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law and if Tenant under the provisions hereof or by the terms of such installment payment would not create tax, assessment or permit other charge), (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 filing sale of a Lien against the Trust PropertyLeased Premises to any Person. If any Imposition may be paid in installments without interest or penalty, Tenant shall have the option to pay the Impositions such Imposition in installments. Notwithstanding the foregoing, Trustor may ; in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, such (b) Beneficiary determinesLandlord shall have the right at any time following the failure by Tenant to pay Basic Rent, in its opinion reasonably exercised, that such contest suspends Impositions or insurance premiums by the obligation expiration of the applicable cure period 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 tax 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 that nonpayment of such tax or assessment will not result in premiums on any insurance required by this Lease. Landlord shall determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord the Escrow Payments shall not be commingled with other funds of Landlord or any part thereof or any other Persons and interest thereon shall accrue for the benefit of Beneficiary therein, Tenant from the date such monies are received and (c) unless expressly provided invested until the date such monies are disbursed to pay Escrow Charges. Landlord shall apply the contrary in the Credit Agreement, prior Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) Business Days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor shall duly pay and discharge, To the extent Impositions imposed upon or cause with respect to the System Route during such periods Recipient has title to the Provided Recipient Conduit may feasibly be paid and discharged, all Impositions not later than the due date thereof, separately assessed or the day on which any fine, penalty, interest imposed upon or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of against the respective item); providedinterests of Provider and Recipient in the System Provider and Recipient shall each pay their own Impositions. Otherwise, howeverProvider shall timely pay any and all such Impositions provided that, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing upon receipt of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessmentsuch Imposition, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment Provider shall promptly notify Recipient of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, Imposition and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the following payment of such tax or assessment Imposition by Provider, and a reasonable additional sum to cover possible interestthe extent that Recipient has use of the Recipient Conduit, costs and penalties; provided, however, that Trustor Recipient shall promptly cause reimburse Provider for its proportionate share of such Imposition. Recipient's proportionate share of such Imposition shall be determined to the extent possible, based upon the manner and methodology used by the particular person or authority imposing such Impositions (e.g., on the cost of the relative property interests, historic or projected revenue derived there from, or any combination thereof). However, if the person or authority imposing such Imposition uses projected revenue or gross receipts, then Recipient's proportionate share shall be paid any amount adjudged based on the relative number of Recipient Conduits in the affected portion of the System Route compared to the total number of Conduits in the affected portion of the System Route in use during the relevant period of use by a court of competent jurisdiction to be dueRecipient. If Provider's assessed value, with all interestfor property tax purposes, costs and penalties thereon, promptly after such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that is based on its entire operation in any event each such contest state (i.e., central assessment), Provider and Recipient shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior work together in good faith to allocate a proper portion of said assessment to the date any writ or order is issued under System and Recipient's interest in the System Route. Provider shall provide Recipient with reasonable supporting documentation for Impositions for which the Trust Property may be sold, lost or forfeitedProvider seeks reimbursement.

Payment of Impositions. Trustor shall duly Subject to the provisions of paragraph 11.14 herein, Grantor will pay and discharge, or cause to be paid and discharged, all the Impositions not later than the due earlier of the date thereofsame becomes delinquent, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, imposed or the day on which any Lien lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor Grantor may, if permitted by applicable law and if such installment payment would not create or permit pursuant to an agreement with the filing of a Lien against the Trust Propertytaxing entity, pay the Impositions in installmentsinstallments whether or not interest shall accrue on the unpaid balance of such Impositions. Notwithstanding the foregoing, Trustor Grantor may in good faith, in lieu of paying such Impositions as they become due and payable, by appropriate proceedings and upon notice to Beneficiaryproceedings, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any validity thereof. During such contest contained Grantor shall not be deemed in default hereunder because of such nonpayment if, in the Credit Agreement and (without limiting the foregoing) so long as (a) such case of a contest is diligently pursued, (b) Beneficiary determines, involving an amount in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment excess of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement$100,000, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Grantor furnishes Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of indemnity bond, conditioned that such tax or assessment with interest, cost and penalties be paid as herein stipulated, secured by a deposit in cash or security acceptable to Beneficiary or with surety acceptable to Beneficiary, in the amount of the tax or assessment being contested by Grantor and a reasonable additional sum to cover pay all possible interestcosts, costs interest and penalties; provided, however, that Trustor penalties imposed or incurred in connection therewith. Upon conclusion of such contest Grantor shall promptly cause to be paid pay any amount adjudged by a court of competent jurisdiction to be due, with all interestcosts, costs penalties and penalties thereon, promptly after interest thereon prior to the date such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date or any writ or order is issued under which the Trust Mortgaged Property may be sold, lost or forfeitedsold pursuant to such judgment.

Payment of Impositions. Trustor Except as provided in the SPA or the Notes, Mortgagor shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor Mortgagor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Mortgaged Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor Mortgagor may in good faith, by appropriate proceedings and upon notice to BeneficiaryMortgagee, 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 Credit Agreement other Transaction Documents and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary Mortgagee determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Mortgaged Property or any part thereof or any interest of Beneficiary Mortgagee therein, and (c) unless expressly provided to the contrary in the Credit AgreementNotes, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor Mortgagor deposits with Beneficiary Mortgagee an amount determined by Beneficiary 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 Trustor Mortgagor shall promptly cause to be paid 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 (and, subject to Beneficiary's Mortgagee’s rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Mortgaged Property may be sold, lost or forfeited.

Payment of Impositions. Trustor shall duly (a) Lessee covenants and agrees to pay and dischargeduring the term of this Lease, or cause to be paid and dischargedas Additional Rent, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereof, all Operating Expenses, real estate taxes, insurance premiums, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (if such day is used including but not limited to, any costs or fees incurred by Lessee incidental to determine the due date management of the respective itemProperty and any costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Property are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Property, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"); provided, which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Property, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Property. Lessee shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Property, or any portion thereof. Notwithstanding anything to the contrary herein, however, that Trustor mayany Imposition assessed, if levied, confirmed, imposed or becoming a lien during the term of this Lease, but relating in whole or in part to any period outside the term of this Lease, shall be prorated between the parties with Lessee paying only such portion as may be allocable to the term of this Lease; and Lessee shall have the right, to the extent permitted by applicable law and if law, to pay all such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, . (b) Beneficiary determinesLessor and Lessee shall each have the right, in at its opinion reasonably exercisedown expense, to challenge or protest the ad valorem taxes due against the Property within the term of this Lease by retaining the services of a company that regularly provides such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the saleassistance, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each Lessee will continue to pay such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior taxes in a timely manner so as to prevent a lien from attaching to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedto secure such taxes.

Payment of Impositions. Trustor shall duly pay and discharge(a) Tenant shall, or cause to be paid and discharged, all Impositions not later than the due date thereof, or at least five (5) days prior to the day on which before any fine, penaltyinterest, interest penalty or cost may be added thereto or imposed, or at least five (5) days prior to the day on which any Lien lien may be filed for the nonpayment non-payment thereof (if such day is used to determine the due date of the respective item), 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 the any of 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) any of the Leased Premises, including any increases in real estate taxes from a reassessment of the Leased Premises by the applicable taxing authority as a result of any transfer of the Leased Premises to any affiliate of Landlord or Landlord's parent of which Landlord's parent directly or indirectly owns beneficially more than fifty percent (50%) or to Landlord's parent so long as in any such case Tenant has an opportunity to review and comment upon the structure of such transfer prior to the occurrence thereof, (iii) 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, or (iv) any Lender by reason of any Note, Mortgage, Assignment or other document evidencing or securing a Loan and which (as to this clause (iv)) Landlord has agreed to pay (collectively, the "Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 a substitute for any then existing tax, assessment or other charge upon or with respect to the Leased Premises which, if permitted it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord or Lender, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person or (D) any increases in real estate taxes from a reassessment of the Leased Premises by the applicable law taxing authority as a result of any sale or transfer of the Leased Premises except as provided in (ii) above. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installmentswhich may be issued by any 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. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount Any refunds of any asserted tax or assessment, subject Impositions attributable to any more restrictive provisions applicable to any such contest contained in period during the Credit Agreement Term shall be payable to, and (without limiting shall be the foregoing) so long as (a) such contest is diligently pursuedproperty of, Tenant. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Landlord shall have the obligation right at any time following the occurrence and during the continuation of an Event of Default to require Tenant to pay to Landlord (or Lender if Landlord is so required pursuant to the terms of the Mortgage) an additional monthly sum (the "Escrow Payments") sufficient to pay the tax 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 that nonpayment of such tax or assessment will not result in premiums on any insurance required by this Lease. Landlord shall determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord and not Lender, or any part thereof if Lender shall hold the Escrow Payments and shall so agree, the Escrow Payments shall not be commingled with other funds of Landlord or any other Persons and interest shall accrue thereon for the benefit of Beneficiary thereinTenant, and (c) unless expressly provided from the date such monies are received by or on behalf of Landlord to the contrary in date such monies are disbursed to pay Escrow Charges. Landlord or Lender, as the Credit Agreementcase may be, prior shall apply the Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interestLandlord or Lender, costs and penalties; providedas the case may be, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, which shall include written verification of such deficiency, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor 5.1.1. Landlord shall duly pay all impact fees (including fees imposed by New Jersey’s Council on Affordable Housing requirements), assessments, hook-up charges, connection fees, and dischargeother charges for present or future sewer work or other utility company capacity or furnishing of service to the Demised Premises as part of and as a condition to the performance of Landlord’s Work. Tenant covenants and agrees to pay during the Term, or cause to be paid and dischargedas Additional Rent, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, interest interest, or cost may be added thereto for the delinquent payment, the following: all real estate taxes, special assessments or imposedinstallments thereof (which relate to the period of the Term of this Lease only, and not installments for obligations which relate to periods prior to or after the Term, which shall be Landlord’s responsibility), including interest accrued thereon, water rates and charges, sewer rates and charges, charges for public utilities, other governmental charges, payments or charges under covenants, conditions and restrictions now of record or hereafter of record and permitted by this Lease (but not including any mortgages or financing of Landlord), including, without limitation, the Master Deed (except as otherwise expressly set forth herein), with respect to obligations which relate to the period of the Term of this Lease only, and not for obligation which relate to periods prior to or after the Term (which shall be Landlord’s responsibility), without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as “Impositions”), which at any time during the Term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the day Demised Premises, or any portion thereof, or any appurtenance thereto, or rents therefrom (subject to Section 5.1.4), and which are due and payable during the Term. If any Impositions require the payment for capital items or of capital expenditures, Tenant’s and Landlord’s respective shares thereof shall be allocated as provided in Section 8.7. In addition, if any matters of record imposed any obligations that do not relate exclusively to the Demised Premises, Landlord shall be responsible for and shall pay and perform such obligations to the extent the same do not relate exclusively to the Demised Premises (except matters under the Condominium Documents shall be allocated as otherwise provided in this Lease). 5.1.2. Impositions payable by Tenant shall be reduced by any deferral, abatement, or other tax-lowering adjustment received by Landlord (net of all reasonable third party out-of-pocket costs incurred by Landlord to obtain the same) from any taxing or other authorities. 5.1.3. If Landlord or its Affiliates (as herein defined) receives any rebates, refunds, allowances, incentives, abatements or similar benefits on which account of or by reason of Landlord’s performance of Landlord’s Work or Tenant’s use and occupancy of the Demised Premises, it is agreed that the net amount of such rebates, refunds, allowances, incentives, abatements or similar benefits, after deduction of any Lien may reasonable, out-of-pocket amounts incurred by Landlord and paid by Landlord to unrelated third parties to secure the same, shall be filed for the nonpayment thereof sole use and benefit of Tenant and passed through or paid directly to Tenant within sixty (if 60) days after such day benefit is used to determine received by Landlord. Without limiting the due date generality of the respective item)foregoing, it is anticipated that a sales tax rebate or exemption incentive will be applicable to Landlord’s construction of the Landlord’s Improvements, or certain portions thereof, pursuant to which state sales taxes paid by Landlord, its contractor, subcontractors, and suppliers on account of the Landlord’s Improvements, or portions thereof, will be rebated and such rebates shall be for the sole use and benefit of and be the sole property of Tenant. Landlord shall, and shall cause it contractors, subcontractors and suppliers, to state the amount of sales taxes paid or exempted to be separately stated in all invoices and xxxxxxxx and will provide, on a monthly basis to Tenant, copies of invoices and bills, and shall use reasonable efforts to furnish any other documents, certifications, or other reports, writings and information necessary for Tenant to comply with the reporting requirements of the applicable governmental authority having jurisdiction to receive the full amount of the available sales tax rebates, refunds, allowances, incentives, abatements or similar benefits, to the extent such information can be reasonably obtained. Tenant (and not Landlord) shall be solely responsible for complying with any such sales tax rebate or exemption incentive program, filing all forms in connection therewith and coordinating disbursement of any sales tax rebates or exemption incentive payments; provided, however, that Trustor mayif Landlord receives any such sales tax rebates or exemption incentive payments or the benefit of any sales tax exemptions, then Landlord shall deliver the same to Tenant within sixty (60) days after such benefit is received by Landlord. Anything herein to the contrary notwithstanding, if permitted Landlord anticipates incurring additional out-of-pocket costs to be paid to unrelated third parties pertaining to the sales tax rebates, Landlord shall promptly notify Tenant in writing, and unless Tenant shall notify Landlord in writing within three (3) business days following receipt of Landlord’s notice that Tenant will reimburse such cost, Landlord shall not be obligated to incur such cost or take the actions related thereto. If Tenant approves in writing, Tenant shall be responsible for payment to Landlord, within thirty (30) days after invoices provided from time to time, of the reasonable, out-of-pocket costs incurred by Landlord and paid by Landlord to unrelated third parties and so approved by Tenant, to secure any such sales tax rebate or exemption incentive. If, under applicable law accounting, reporting or legal requirements that are applicable to Tenant, Tenant reasonably requires information on the costs of the Landlord’s Improvements expended by Landlord, then Landlord will supply to Tenant such information as is reasonably requested by Tenant from time to time on the amounts expended by Landlord on the Landlord’s Improvements, so that Tenant can comply with such reporting and if such installment payment would legal requirements. Landlord has not, and shall not, enter into any PILOT-type agreements without Tenant’s approval. For purposes of this Lease, an “Affiliate” (or affiliate, where not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount capitalized) of any asserted tax person shall mean any other person directly or assessmentindirectly controlling, subject controlled by or under common control with, such person. For purposes of this definition, the term “control” (including the correlative meaning of the terms “controlling”, “controlled by” and “under common control with”), as applied with respect to any more restrictive provisions applicable person, shall mean the possession, directly or indirectly, of the power to any direct or cause the direction of the management policies of such contest contained in person whether through the Credit Agreement and ownership of voting securities or by contract or otherwise, provided (but without limiting the foregoing) so long as that no pledge of voting securities of any person without the current right to exercise voting right with respect thereto shall by itself be deemed to constitute control over such person. 5.1.4. Impositions shall not include any (a1) such contest is diligently pursuedincome, (b) Beneficiary determinesexcise, in its opinion reasonably exercisedprofits, that such contest suspends the obligation to pay the tax and that nonpayment of such estate, inheritance, succession, gift, transfer, franchise, capital, or other tax or assessment will not result in the saleupon Landlord; or (2) fine, losspenalty, forfeiture cost or diminution of the Trust Property or interest for any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary or part thereof, which Landlord or its lender failed to timely pay (except to the extent attributable to Tenant’s failure to timely pay the same) or other charges, or transfer taxes arising from the initial construction or expansion of the Center or the Demised Premises, the sale of the Demised Premises. Landlord represents to Tenant that, to the best of Landlord’s knowledge, as of the date of this Lease and as of the Commencement Date, no portion of the Demised Premises is or will be (i) subject to the beneficiary of an amount determined by Beneficiary abatement, exemption and/or phase-in of taxes, or (ii) subject to be adequate to cover any special assessment or similar charges, or (iii) included in any special improvement district(s) which would result in higher taxes or other similar impositions that would exist in the payment absence of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such paymentdistrict(s); and provided, further, that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor Subject to the adjustments set forth herein, Tenant shall duly pay, in the manner set forth in Section 3.04, as Additional Rent, to the Landlord an amount equal to the amount necessary to pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost (as hereinafter defined) that may be added thereto levied or imposedbecome a lien on any Leased Property or any part thereof at any time (whether prior to or during the Term), without regard to prior ownership of said Leased Property, before the same becomes delinquent; provided that Tenant shall be permitted to request from the taxing authority or other assessing authority that payment of the day on which Impositions be amortized over the greatest allowable period; and further provided that Tenant shall be required to pay only such Impositions as actually become due and payable during the Term or any Lien Extension Term of the Lease. Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon any Leased Property or any part thereof. Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any Imposition as may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); required by governmental authorities, provided, however, that Trustor 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. Tenant shall be entitled to any refund due in respect of such Impositions from any taxing authority if no Event of Default shall have occurred hereunder and be continuing. Any refunds in respect of such Impositions retained by Landlord due to an Event of Default shall be applied as provided in Section 9.08. Landlord and 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 a Leased Property as may be necessary to prepare any required tax returns and reports. In the event governmental authorities classify any property covered by this Lease as personal property, Landlord and Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file with respect to their respective owned personal property. Landlord, to the extent it possesses the same, and Tenant, 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. To the extent that Landlord is legally required to file personal property tax returns, Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest. Tenant may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to BeneficiaryLandlord, contest the validityat Tenant's option and at Tenant's sole cost and expense, applicability protest, appeal, or amount institute such other proceedings as Tenant may deem appropriate to effect a reduction of any asserted tax real estate or assessmentpersonal property assessments and Landlord, subject to any more restrictive provisions applicable to at Tenant's expense as aforesaid, shall fully cooperate with Tenant in such protest, appeal, or other action. Tenant shall provide Landlord copies of all materials filed or presented in connection with any such contest contained in proceeding. Tenant shall promptly reimburse Landlord for all taxes paid by Landlord, which were not paid with deposits received from Tenant, upon receipt of xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the Credit Agreement property with respect to which such payments are made. Impositions imposed with respect to the tax-fiscal period during which the Term commences and (without limiting terminates as to each Leased Property shall be adjusted and prorated between Landlord and Tenant on a per diem basis, with Tenant being obligated to pay its pro rata share from and including the foregoing) so long Commencement Date to and including the expiration or termination date of the Term or Extension Term, as (a) the case may be, whether or not such contest Imposition is diligently pursuedimposed before or after such commencement or termination, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the 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 tax and that nonpayment amount which Landlord may be caused to pay of such any privilege tax, sales tax, gross receipts tax, rent tax, occupancy tax or assessment will not result in the salelike tax (excluding any tax based on net income), losshereinafter levied, forfeiture assessed, or diminution of the Trust Property imposed by any federal, state, city, county or municipal or other local governmental authority, or any part thereof subdivision thereof, upon or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest measured by rent or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause other consideration required to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued Tenant under which the Trust Property may be sold, lost or forfeitedthis Lease.

Payment of Impositions. Trustor SEPARATE TAX LOT ----------------------------------------- 9.01. Tenant shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed responsible for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of such tax all Impositions. Throughout the term of this lease, Tenant shall pay to Landlord as Additional Rent, within ten (10) days of receipt of Landlord's statement clearly setting forth the amount payable by Tenant, or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid at lease 30 days prior to the date that payments are due to the taxing authorities or any writ superior mortgagee whichever date is later, all Impositions for any Tax Year occurring entirely during the term of this lease. Tenant shall pay such Additional Rent notwithstanding the pendency of a contest or order is issued under proceeding brought by either Landlord or Tenant. 9.02. All Impositions for the Tax Year in which the Trust Property Commencement Date occurs and all Impositions for the Tax Year in which the expiration or earlier termination of the term of this lease (but not as the result of Tenant's default) occurs shall be apportioned between Landlord and Tenant on a basis consistent with the principles underlying the provisions of this Article IX, taking into consideration the portion of such Tax Year which shall have elapsed after the Commencement Date and prior to the expiration or earlier termination of the term of this lease. 9.03. In the event that Tenant shall fall to pay such Impositions, Landlord may, at its election, pay the same in accordance with the provisions of Article XIX hereof. 9.04. Landlord shall at all times have the night, but not the obligations, to contest any such Impositions in any manner permitted by law an/or to endeavor, through proceedings or otherwise, to obtain a lowering of the assessed valuations of the Demised Premises for the purpose of reducing the Impositions, Any such contest or proceeding may include prompt appeals from any judgments, decrees or orders until a determination is made by a court having final jurisdiction in the matter. All actions taken by Landlord to commence, prosecute and settle contests or proceedings shall be soldperformed at the expense of Tenant, lost or forfeitedand Tenant shall reimburse Landlord within fifteen (15) days after Landlord furnishes a statement specifying the costs and expenses (including reasonable attorneys' fees and expenses) incurred by Landlord.

Payment of Impositions. Trustor (a) Mortgagor shall duly pay and dischargedischarge all taxes, assessments and governmental charges or cause levies imposed on it or its income or profit or on any of its property, including the Mortgaged Property, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien upon the property, including the Mortgaged Property (all of the foregoing are hereinafter collectively referred to as the "Imposition"). Mortgagor shall have the right, at Mortgagor's sole cost and expense, to contest in good faith the amount or validity of any such Imposition by proper proceedings timely instituted, and may permit the Impositions so contested to remain unpaid during the period of such contest if (i) Mortgagor has given prior written notice to Mortgagee of Mortgagor's intent so to contest or object to an Imposition, (ii) Mortgagor diligently prosecutes such contest, (iii) such contested Imposition (other than any such Imposition which Mortgagor, with the consent of the Required Lenders (as defined in the Camden Loan Agreement) (not to be paid unreasonably withheld), deems to be unmerited and dischargednot to require the setting aside of any reserves) is included as an expense in the Construction Budget (as defined in the Camden Loan Agreement) and, all Impositions not later than in the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date reasonable opinion of the respective item)Mortgagee after giving effect to such expense, sufficient funds are projected to be available in such Construction Budget to complete the Facility (as defined in the Camden Loan Agreement) in accordance with subsection 7.1 of the Camden Loan Agreement, (iv) during the period of such contest the enforcement of any contested Imposition is effectively stayed; provided, however, that Trustor maythis clause (iv) shall apply to contested income taxes of a Partner (as defined in the Camden Loan Agreement) only if the failure to pay such tax may then become a lien on the Mortgaged Property or may interfere with the operation of the Facility (as defined in the Camden Loan Agreement) and (v) in the reasonable opinion of the Mortgagee, such contest does not involve any substantial danger of the sale, forfeiture or loss of any part of the Mortgaged Property, title thereto or any interest therein and does not interfere with the operation of the Facility (as defined in the Camden Loan Agreement). Mortgagor will promptly pay or cause to be paid any valid, final judgment enforcing any such Imposition and cause the same to be satisfied of record. Subject to the foregoing right of Mortgagor to contest any Imposition, within thirty (30) days after the date when an Imposition is due and payable, Mortgagor shall deliver to Mortgagee evidence acceptable to Mortgagee showing payment of such Imposition. If by law any Imposition at Mortgagor's option may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Mortgagor may elect to pay such Imposition in such installments and shall be responsible for the payment of such installments with interest, if permitted any. (b) Except for the foregoing right of Mortgagor to contest any Imposition, nothing herein otherwise shall affect any right or remedy of Mortgagee under this Mortgage or otherwise, without notice or demand to Mortgagor, to pay any Imposition after the date such Imposition shall have become due and to add to the Indebtedness the amount so paid, together with interest thereon from the date of such payment at the Default Rate. Any sums paid by applicable law Mortgagee in discharge of any Imposition shall be (i) a lien on the Real Estate secured hereby prior to any right or title to, interest in, or claim upon the Real Estate subordinate to the lien of this Mortgage, and if such installment payment would (ii) payable on demand together with interest as set forth above. (c) Mortgagor shall not create claim, demand or permit be entitled to receive any credit or credits towards the filing satisfaction of a Lien this Mortgage or on any interest payable thereon for any taxes assessed against the Trust PropertyMortgaged Property or any part thereof, and Mortgagor shall not claim any deduction from the taxable value of the Mortgaged Property by reason of this Mortgage. (d) Upon the occurrence and during the continuance of an Event of Default hereunder, Mortgagor shall be entitled upon notice to Mortgagor to require Mortgagor to pay to Mortgagee on a specified day each month an amount equal to one-twelfth of the annual Impositions reasonably estimated by Mortgagee so that Mortgagee shall have sufficient funds to pay the Impositions on the first day of the month preceding the month in installmentswhich they become due. In such event, Mortgagor agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Mortgagee. Upon receipt of such bills, statements or other documents, and providing Mortgagor has deposited sufficient funds with Mortgagee pursuant to this paragraph, Mortgagee shall pay such amounts as may be due thereunder out of the funds so deposited with Mortgagee. If at any time and for any reason the funds deposited with Mortgagee are or will be insufficient to pay such amounts as may then or subsequently be due, Mortgagee shall notify Mortgagor and Mortgagor shall immediately deposit an amount equal to such deficiency with Mortgagee. Notwithstanding the foregoing, Trustor may nothing contained herein shall cause Mortgagee to be deemed a trustee of said funds or to be obligated to pay any amounts in good faith, by appropriate proceedings and upon notice to Beneficiary, contest excess of the validity, applicability or amount of funds deposited with Mortgagee pursuant to this paragraph or constitute any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in limitation on the Credit Agreement and (without limiting rights of Mortgagee upon the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment occurrence of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default. Mortgagor shall not be entitled to receive interest on said funds. If amounts collected by Mortgagee under this paragraph exceed amounts necessary in order to pay Impositions, Beneficiary shall Mortgagee may impound or reserve for future payment of Impositions such portion of such excess payments as Mortgagee in its absolute discretion may deem proper. Should Mortgagor fail to deposit with Mortgagee sums sufficient to pay such Impositions in full at least thirty (30) days before delinquency thereof, Mortgagee may, at Mortgagee's election, but without any obligation so to do, advance any amounts required to make any sum deposited pursuant to clause (c) above available for such payment); and providedup the deficiency, furtherwhich advances, that in any event each such contest if any, shall be concluded, added to the taxes, assessments, interest, costs Indebtedness and penalties shall be paid prior secured hereby and shall be repayable to Mortgagee with interest at the date Default Rate or at the option of Mortgagee the latter may, without making any writ or order is issued under which the Trust Property may be soldadvance whatsoever, lost or forfeitedapply any sums held by it upon any obligation of Mortgagor secured hereby.

Payment of Impositions. Trustor shall duly Mortgagor will pay when due and dischargebefore any penalty or interest attaches because of delinquency in payment, all taxes, installments of assessments, water charges, sewer charges, and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or cause charged against or constituting a lien on the Premises or any interest therein or the Indebtedness (hereinafter collectively referred to as the “Impositions”); and will upon demand furnish to Mortgagee proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid and discharged, all Impositions not later than the due date thereofby Mortgagor, or changing in any way the day laws relating to the taxation of mortgages or debts secured by mortgages or a mortgagee’s interest in mortgaged premises, so as to impose such Imposition on which Mortgagee or on the interest of Mortgagee in the Premises, then, in any finesuch event, penaltyMortgagor shall bear and pay the full amount of such Imposition, interest or cost may provided that if for any Loan No. 09090 9 reason payment by Mortgagor of any such Imposition would be added thereto or imposedunlawful, or if the day on which any Lien payment thereof would constitute usury or render the Indebtedness wholly or partially usurious, Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be filed for the nonpayment thereof (if such day is used to determine the immediately due date of the respective item); providedand payable, however, that Trustor may, if permitted by applicable law and if such installment without payment would not create or permit the filing of a Lien against Reinvestment Charge or Default Premium (as such terms are defined in the Trust PropertyNote and hereinafter referred to as the “Reinvestment Charge” and the “Default Premium”), or Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness unlawful or usurious, in which event Mortgagor shall concurrently therewith pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings remaining lawful and upon notice to Beneficiary, contest the validity, applicability non-usurious portion or amount balance of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsaid Imposition.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any 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, (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 day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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)) is normal and customary in the day on which any Lien may be filed for State and Landlord has agreed to pay (collectively, the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess profits or other taxes to 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 permitted it were in effect, would be payable by applicable law and if Tenant under the provisions hereof or by the terms of such installment payment would not create tax, assessment or permit other charge), (B) any estate, inheritance, succession, gift, franchise or similar tax imposed on Landlord, or (C) any capital gains tax imposed on Landlord, in connection with the filing sale of a Lien against the Trust PropertyLeased Premises to any Person. If any Imposition may be paid in installments without interest or penalty, Tenant shall have the option to pay the Impositions such Imposition in installments. Notwithstanding the foregoing; in such event, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Tenant shall be concluded, liable only for those installments which accrue or become due and payable during the taxes, assessments, interest, costs Term. Tenant shall prepare and penalties shall be paid prior file all tax reports required by governmental authorities which relate to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.the

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales, gross receipts and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any 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, (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 day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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 day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within ten (a10) such contest is diligently pursued, days after Landlord's request therefor. (b) Beneficiary determinesLandlord shall have the right following the occurrence of an Event of Default and, in its opinion reasonably exercisedany event if required by Lender, that such contest suspends the obligation to require Tenant to pay to Landlord an additional monthly sum (each an "ESCROW PAYMENT") sufficient to pay the tax 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 that nonpayment of such tax premiums on any insurance required by this Lease and any reserves for capital improvements, deferred maintenance or assessment will not result in repair required by any Lender. Landlord shall reasonably determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord the Escrow Payments shall not be commingled with other funds of Landlord or any part thereof or any other Persons and interest thereon shall accrue for the benefit of Beneficiary therein, Tenant from the date such monies are received and (c) unless expressly provided invested until the date such monies are disbursed to pay Escrow Changes. Landlord shall apply the contrary in the Credit Agreement, prior Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor Tenant shall duly pay and dischargepay, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, ---------------------- interest or cost may be added thereto or imposedthereto, or the day on which any Lien may become due or be filed imposed by operation of law for the nonpayment thereof thereof, all taxes, assessments (if such day is used to determine the due date of the respective item)including, without limitation, general and special assessments; provided, however, as to such special assessments the following shall be applicable: (i) only such portion of such special assessments shall be included within Impositions as are payable over the longest legally available period of installments, and (ii) Landlord hereby represents and warrants that Trustor mayas of the date hereof there are no special assessments affecting the real property and improvements comprising the Premises, if permitted by applicable law and, to the best of Landlord's knowledge, none are pending or threatened), water and if such installment payment would not create or sewer rents, rates and charges, transit taxes, charges for public utilities, excises, levies, licenses and permit fees and other governmental charges, (all of which are sometimes collectively referred to herein as the filing of a Lien against the Trust Property"Impositions"), pay the Impositions in installments. Notwithstanding the foregoinggeneral and specific, Trustor may in good faithordinary and extraordinary, by appropriate proceedings unforeseen and upon notice to Beneficiaryforeseen, contest the validity, applicability or amount of any asserted tax kind and nature whatsoever, which, at any time during the Term of this Lease may be assessed, levied, confirmed, imposed upon, or assessmentbecome due and payable out of, subject to any more restrictive provisions applicable to any such contest contained or in respect of, or become a lien on, the Credit Agreement and (without limiting Premises, this Lease, the foregoing) so long as (a) such contest is diligently pursuedRent, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest appurtenance thereto, or Tenant's personal property thereon by act of Beneficiary thereinthe applicable taxable authority. Notwithstanding anything contained herein to the contrary, Tenant shall be responsible for Impositions which become due and payable during the Term of the Lease without regard to the period for which they are assessed. The obligation to pay Impositions with respect to those Impositions arising during the Term of the Lease shall survive termination of the Lease and shall be prorated at the termination of the Lease and reprorated within fifteen (15) days after the actual bills for the years in question are received. Impositions shall also be deemed to include any rental or similar taxes imposed by act of the applicable taxable authority in lieu of, or, in addition to, general real and/or personal property taxes, and (c) unless expressly provided to the contrary in the Credit Agreementevent Landlord has, prior to in a tax contest conducted by Landlord at Landlord's sole discretion, obtained a refund or reduction of Impositions the earlier amount of the commencement all reasonable, third party, out of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of such tax or assessment and a reasonable additional sum to cover possible interestpocket fees, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 expenses (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.including reasonable attorneys' INITIAL HERE: Landlord: Tenant: DK RP --------- --------

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales, gross receipts and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any 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, (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 day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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 day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"IMPOSITIONS"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within ten (a10) such contest is diligently pursued, days after Landlord's request therefor. (b) Beneficiary determinesLandlord shall have the right following the occurrence of an Event of Default and, in its opinion reasonably exercisedany event, that such contest suspends the obligation and if required by Lender, to require Tenant to pay to Landlord an additional monthly sum (each an "ESCROW PAYMENT") sufficient to pay the tax 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 that nonpayment of such tax premiums on any insurance required by this Lease and any reserves for capital improvements, deferred maintenance or assessment will not result in repairs required by any Lender. Landlord shall reasonably determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord the Escrow Payments shall not be commingled with other funds of Landlord or any part thereof or any other Persons and interest thereon shall accrue for the benefit of Beneficiary therein, Tenant from the date such monies are received and (c) unless expressly provided invested until the date such monies are disbursed to pay Escrow Charges. Landlord shall apply the contrary in the Credit Agreement, prior Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor shall duly (a) Lessee further agrees to pay as additional rent for the demised premises all taxes and dischargeassessments, general and special, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which may be levied, assessed or imposed upon the Property or levied or assessed upon the interest of the Lessor in or under this Lease, now accrued or due, or cause accruing and becoming due and payable during the term of this Lease, and also all unpaid installments now accrued or due, or accruing and becoming due and payable during the term hereof, of special assessments levied against the Property for improvements completed or not yet completed (all of the foregoing being collectively referred to herein as "Impositions"). All ----------- Impositions shall be paid by Lessee before the same shall become delinquent, and discharged, all Impositions not later than the due date thereof, in any case within sufficient time to prevent any sale or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date forfeiture of the respective item)Property therefor or for any part thereof; provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien general taxes levied against the Trust PropertyProperty for the first and last calendar years of the Term shall be prorated between the Lessor and the Lessee on and as of the Commencement Date and Termination Date, pay as the Impositions in installments. Notwithstanding case may be, on the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest basis of the validity, applicability or amount of any asserted then last available tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, bills. (b) Beneficiary determinesUpon the execution of this Lease, Lessor shall promptly file a petition to have the Property separately assessed with a distinct property tax identification number in the name of the Lessor (or, if possible, in its opinion reasonably exercisedthe name of the Lessee). Until such tax division is obtained, that if any tax bills for Impositions cover the demised premises (including any Buildings thereon) and other property owned by Lessor (i) such contest suspends bills shall be allocated between the obligation demised premises and such other property based on the area of the demised premises relative to the area of the entire tax parcel covered by such tax bills of which the demised premises forms a part; (ii) Lessee shall promptly pay Lessor on demand (which demand shall be accompanied by a copy of the applicable tax xxxx and that nonpayment the computation upon which the portion thereof payable by Lessee is based) the portion of such tax or assessment will not result in bills which are allocated to the saledemised premises, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, as set forth above; and (ciii) unless expressly provided Lessor shall pay all tax bills for Impositions covering the demised premises (including any buildings thereon) and other property owned by Lessor in a timely manner, except to the contrary in the Credit Agreement, prior extent Lessee fails to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the make timely payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause subpart (cii) above available for such payment); and provided, further, that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedof this sentence.

Payment of Impositions. Trustor Grantor shall duly pay when due and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 before any penalty attaches all taxes, assessments, interestgovernmental charges, costs water charges, sewer charges, and penalties shall other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or charged against or constituting a lien on the Premises or any interest therein ("Impositions") and will upon demand furnish to the Beneficiary proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a Beneficiary the payment of the whole or any part of the Impositions herein required to be paid prior by the Grantor, or changing in any way the laws relating to the date taxation of Deed of Trusts or debts secured by Deed of Trusts or a Beneficiary's interest in mortgaged premises, so as to impose such Imposition on the Beneficiary or on the interest of the Beneficiary in the Premises, then, in any writ such event, Grantor shall bear and pay the full amount of such Imposition, provided that if for any reason payment by Grantor of any such Imposition would be unlawful, or order is issued under if the payment thereof would constitute usury or render the Indebtedness Secured Hereby wholly or partially usurious, Beneficiary, at its option, may declare the whole sum secured by this Deed of Trust with interest thereon to be immediately due and payable, without prepayment premium, or Beneficiary, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness Secured Hereby unlawful or usurious, in which the Trust Property may be sold, lost or forfeited.event Grantor

Payment of Impositions. Trustor shall duly Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge 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 any 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 cause to be paid and discharged(iv) Landlord as a result of or arising in respect of the acquisition, all Impositions not later than ownership, occupancy, leasing, use, or possession of any of the due date thereofLeased Premises, or the day sale of any of the Leased Premises to Tenant pursuant to this Lease, any activity conducted on which any fine, penalty, interest or cost may be added thereto or imposedof the Leased Premises, or the day on which any Lien may be filed for Rent, (collectively, the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall ----------- obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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. If any Imposition may be paid in installments without same being delinquent, 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding the foregoing, Trustor which may in good faith, be issued by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and governmental authority within ten (without limiting the foregoing10) so long as (a) such contest is diligently pursueddays after Tenant's receipt thereof, (b2) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the receipts for payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause all taxes required to be paid any amount adjudged by a court Tenant hereunder within thirty (30) days after the due date thereof and (3) receipts for payment of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly other Impositions within ten (10) days after such judgment becomes final (and, subject to BeneficiaryLandlord's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedrequest therefor.

Payment of Impositions. Trustor shall duly Tenant covenants and agrees to pay and dischargeduring the term of this Lease, or cause to be paid and dischargedas Additional Rent, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereof, Tenant's Share of all real estate taxes and special assessments (if such day is used all of which are sometimes herein referred to determine as "Impositions"), which at any time during the due date term may have been or maybe assessed, levied, confirmed, imposed upon, or become a lien on the Property, or any portion thereof, or any appurtenance thereto. Tenant shall pay Tenant's Share of all special (or similar) assessments for public improvements or benefits which, during the respective item)term of this Lease shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Property, or any portion thereof; provided, however, that Trustor mayif by law any special assessment is payable (without default) or, if permitted by applicable law at the option of Landlord, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and if before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment payment would and the interest thereon. Landlord represents to Tenant that as of the date of this Lease, Landlord has no knowledge of and has not create received any written notice of any special assessments payable, levied or permit assessed with respect to the filing Property. Tenant shall pay Tenant's Share of a Lien against all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Trust Property, or any portion thereof, which are due and payable during the term of this Lease. Landlord shall pay all installments of special assessments (including interest accrued on the Impositions in installments. Notwithstanding unpaid balance) which are payable prior to the foregoing, Trustor may in good faith, by appropriate proceedings commencement and upon notice to Beneficiary, contest after 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution termination date of the Trust Property term of this Lease. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Property, or any part thereof or any interest portion thereof, which are due and payable during the term of Beneficiary therein, this Lease. Landlord shall pay all real estate taxes and (c) unless expressly provided special assessments which are payable prior to the commencement of the term of this Lease. Provisions herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in the Credit Agreement, prior respect to the earlier Property during the year the term commences and the year in which this term ends which the number of days in said year not within the term of this Lease bears to 365, and Tenant shall pay Tenant's Share of the commencement balance of such contest said real estate taxes and installments of special assessments during said years. Notwithstanding anything to the contrary, Tenant shall not be obligated to pay any assessment arising from or related to the delinquency date original construction of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover Building and/or development of the payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedProperty.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 the any of 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's possessory interest in the Leased Premises, (ii) any of the Leased Premises, (iii) 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 day on which any fine, penalty, interest or cost may be added thereto or imposedRent, or (iv) any Lender by reason of any Note, Mortgage, Assignment or other document evidencing or securing a Loan and which (as to this clause (iv)) Landlord has agreed to pay and that is normal and customary for similar financings (collectively, the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord or Lender or (C) any capital gains or other tax imposed on Landlord in connection with the sale of the Leased Premises to any Person, except for any transfer or recording tax payable in connection with a sale to Tenant or its designee. If any Imposition may be paid 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 if such installment 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) receipts for payment would not create or permit of all taxes required to be paid by Tenant hereunder within thirty (30) days after the filing due date thereof and (2) within thirty (30) days following Landlord's request, (A) copies of a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding the foregoing, Trustor which may in good faith, be issued by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement governmental authority and (without limiting the foregoingB) so long as (a) such contest is diligently pursued, receipts for payment of all other Impositions. (b) Beneficiary determinesLandlord shall have the right during the existence of an Event of Default to require Tenant to pay to Landlord or Lender, in its opinion reasonably exercisedif required by the terms of any Mortgage, that such contest suspends the obligation an additional monthly sum (each an "Escrow Payment") sufficient to pay the tax Escrow Charges (as herein 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 that nonpayment of such tax or assessment will not result in premiums on any insurance required by this Lease. Landlord shall determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord and not Lender, the Escrow Payments shall not be commingled with other funds of Landlord or any part thereof other Persons and interest shall accrue thereon for the benefit of Tenant and which shall serve as additional security for the obligations of Tenant hereunder from the date such monies are received by or any interest on behalf of Beneficiary therein, and (c) unless expressly provided Landlord to the contrary date such monies are disbursed to pay Escrow Charges in such order or priority as Landlord shall determine or as required by law. If at any time the Credit Agreement, prior Escrow Payments theretofore paid to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to Landlord shall be adequate to cover insufficient for the payment of such tax the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the amount of the deficiency to Landlord or assessment and a reasonable additional sum to cover possible interestLender, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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, as the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property case may be sold, lost or forfeitedbe.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales, gross receipts and dischargedrent taxes), all Impositions not later 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 any of the Leased Premises, all ground rents (other than any ground rent payable under any ground lease executed after the due date thereofhereof) 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 of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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 is obligated to pay (collectively, the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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 or otherwise. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within thirty (a30) such contest is diligently pursued, days after Landlord's request therefor. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Landlord shall have the obligation right at any time after occurrence and during the continuance of an Event of Default to require Tenant to pay to Landlord an additional monthly sum (each an "Escrow Payment") sufficient to pay the tax 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 that nonpayment of such tax or assessment will not result premiums on any insurance required by this Lease. Landlord shall in good faith determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. The Escrow Payments may be commingled with other funds of Landlord or any part thereof other Persons and no interest thereon shall be due or any interest of Beneficiary therein, and (c) unless expressly provided payable to Tenant. Landlord shall apply the contrary in the Credit Agreement, prior Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor (a) Tenant shall duly pay and dischargedischarge when due all taxes of every kind and nature (including, without limitation, all real and personal property, franchise, withholding, sales, hotel occupancy, profits and gross receipts taxes), all charges for any easement or cause agreement maintained for the benefit of any portion of the Project, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges and all other public charges, levies or taxes, whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed of or against Landlord with respect to the Project, Tenant or any portion of the Project or interest therein, together with any penalties or interest on any of the foregoing (all of the foregoing are hereinafter collectively referred to as the "Impositions"). It is expressly understood and agreed that the Lease is a triple net lease and all taxes expressly including, but not limited to, the Michigan Single Business Tax, but not including any fees required to be paid by Landlord in order for Landlord to maintain its organizational existence or qualification to do business in certain states as required, the net income and dischargedemployee unemployment and withholding taxes of Landlord, shall be paid by Tenant. Tenant will provide Landlord with copies of all bills and other demands evidencing Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date promptly following Tenant's receipt of the respective item); providedsame and Tenant shall deliver to Landlord (i) copies of receipted bills and cancelled checks evidencing payment of such Imposition if it is a real estate tax or other public charge, howeverand (ii) evidence acceptable to Landlord showing the payment of any other such Imposition. (b) Tenant shall have the right, that Trustor mayat Tenant's sole cost and expense, if permitted by applicable law and if such installment payment would not create to contest or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may object to an Imposition in good faith, but such right shall not be deemed or construed in any (i) Tenant has given prior written notice to Landlord of Tenant's intent so to contest or object to an Imposition, (ii) Tenant shall diligently and in good faith contest the same by appropriate legal proceedings and upon notice which shall operate to Beneficiary, contest prevent the validity, applicability enforcement or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution collection of the Trust Property same and the sale of the Project or any part thereof thereof; (iii) Tenant shall have furnished to Landlord a cash deposit, or any interest of Beneficiary thereinan indemnity bond satisfactory to Landlord with a surety satisfactory to Landlord, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier amount of the commencement of such contest or the delinquency date of the asserted tax or assessmentImposition, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of such tax or assessment and plus a reasonable additional sum to cover possible interestpay all costs, costs interest and penaltiespenalties that may be imposed or incurred in connection therewith, to assure payment of the matters under contest and to prevent any sale or forfeiture of the Project or any part thereof; provided, however, that Trustor (iv) Tenant shall promptly pay upon final determination thereof the amount of any such Imposition so determined, together with all costs, interests and penalties which may be payable in connection therewith; (v) notwithstanding the foregoing, Tenant shall immediately upon the request of Landlord pay (and if Tenant shall fail to do so, Landlord may, but shall not be required to, pay or cause to be discharged or bonded against) any such Imposition under protest notwithstanding such contest, if in the reasonable opinion of Landlord, the Project shall be in jeopardy or in danger of being forfeited or foreclosed; and (vi) no Event of Default has occurred and is continuing. Landlord may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Landlord, the entitlement of such claimant is established after Landlord has first requested in writing that Tenant pay such amount and Tenant does not provide evidence of payment within five (5) business days thereafter. Tenant shall indemnify, defend and save Landlord harmless against any loss, cost, expense or damage arising from such contest and shall, if necessary to prevent a sale or other loss or damage to Landlord, pay such tax, assessment or charge under protest and take such other steps as may be necessary in Landlord's determination to prevent any sale or loss of the Project. Subject to the foregoing, and if Landlord shall so request, within twenty (20) days after the date when an Imposition is due and payable Tenant shall deliver to Landlord evidence acceptable to Landlord showing the payment of such Imposition. (c) Landlord shall have the right, on notice to or demand upon Tenant, to pay any Imposition not paid any amount adjudged by a court of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly Tenant after the date such judgment becomes final Imposition shall have become due (and, subject to BeneficiaryTenant's rights right to contest such Imposition as provided in Section 3.3(b) hereof), and remedies during nothing herein contained shall affect such right and such remedy. Any sums paid by Landlord in discharge of any Impositions shall be treated as Additional Rent. (d) Upon the occurrence of an Event of DefaultDefault under this Lease, Beneficiary Tenant, upon Landlord's request, shall make any sum deposited pursuant deposit with Landlord monthly (as a deposit and not a payment) an amount equal to clause (c) above available for one-twelfth of the annual Impositions reasonably estimated by Landlord so that Landlord shall have sufficient funds to pay the Impositions on the first day of the month preceding the month in which they become due. In such payment); and providedevent Tenant further agrees to cause all bills, furtherstatements or other documents relating to Impositions to be sent or mailed directly to Landlord. Upon receipt of such bills, that in any event each such contest shall be concludedstatements or other documents, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.and

Payment of Impositions. Trustor Mortgagor shall duly pay when due and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 before any penalty attaches all taxes, assessments, interestgovernmental charges, costs water charges, sewer charges, and penalties shall other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or charged against or constituting a lien on the Premises or any interest therein ("Impositions") and will upon demand furnish to the Mortgagee proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid prior by the Mortgagor, or changing in any way the laws relating to the date taxation of mortgages or debts secured by mortgages or a mortgagee's interest in mortgaged premises, so as to impose such Imposition on the Mortgagee or on the interest of the Mortgagee in the Premises, then, in any writ such event, Mortgagor shall bear and pay the full amount of such Imposition, provided that if for any reason payment by Mortgagor of any such Imposition would be unlawful, or order is issued under if the payment thereof would constitute usury or render the Indebtedness Secured Hereby wholly or partially usurious, Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due and payable, without prepayment premium, or Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness Secured Hereby unlawful or usurious, in which event Mortgagor shall concurrently therewith pay the Trust Property may be sold, lost remaining lawful and non-usurious portion or forfeitedbalance of said Imposition.

Payment of Impositions. Trustor shall duly The Mortgagor will pay when due and dischargebefore any penalty or interest attaches thereto because of delinquency in payment, all taxes, installments of assessments, water charges, sewer charges and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or cause charged against or constituting a lien on the Premises or any interest therein or the Indebtedness Secured Hereby (hereinafter referred to as the "Impositions"); and will furnish to the Mortgagee proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid by the Mortgagor, or changing in any way the laws relating to the taxation of mortgages or debts secured by mortgages or a mortgagee's interest in mortgaged premises, so as to impose such Imposition on the Mortgagee or on the interest of the Mortgagee in the Premises, then, in any such event, the Mortgagor shall bear and dischargedpay the full amount of such Imposition, all Impositions not later than provided that if for any reason payment by the Mortgagor of any such Imposition would be unlawful, or if the payment thereof would constitute usury or render the Indebtedness Secured Hereby wholly or partially usurious, the Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due date thereofand payable, without prepayment premium, or the day on Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness Secured Hereby unlawful or usurious, in which any fine, penalty, interest or cost may be added thereto or imposed, or event the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Mortgagor shall concurrently therewith pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings remaining lawful and upon notice to Beneficiary, contest the validity, applicability non-usurious portion or amount balance of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsaid Imposition.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge 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 any 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, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use or possession of any of the Leased Premises, any activity conducted on any of the Leased Premises, or cause the Rent, (v) sale of any of the Leased Premises by Tenant or an affiliate or designee of Tenant or (vi) 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), (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. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Basic Rent. If any Imposition may be paid 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 (10) days after Tenant's receipt thereof, (2) receipts for payment of all taxes required to be paid and discharged, all Impositions not later than by Tenant hereunder within thirty (30) days after the due date thereofthereof 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 or if Landlord is required by a Lender to pay into escrow funds necessary to pay Escrow Charges (as herein defined), Tenant shall pay Escrow Charges 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 day on which any fineEscrow Charges (as hereinafter defined) as they become due, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor mayLandlord shall, in good faith, endeavor to have such Lender waive the collection of Escrow Payments. As used herein, "Escrow Charges" shall mean real estate taxes and assessments on or with respect to the Leased Premises or payments in lieu thereof and premiums on any insurance required by this Lease and any reserves for capital improvements, deferred maintenance repair and/or tenant improvements and leasing commissions required by any Lender. Landlord shall determine the amount of the Escrow Charges (it being agreed that if permitted required by applicable law a Lender, such amounts shall equal any corresponding escrow installments required to be paid by Landlord) and if the amount of each Escrow Payment. As long as the Escrow Payments are being held by Landlord the Escrow Payments shall not be commingled with other funds of Landlord or other Persons and interest thereon shall accrue for the benefit of Tenant from the date such installment 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 would not create of the Escrow Charges in such order or permit priority as Landlord shall determine or as required by law. If at any time the filing Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of a Lien against the Trust PropertyEscrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the Impositions in installmentsamount of the deficiency to Landlord. Notwithstanding the foregoing, Trustor may in Landlord agrees that it shall use its good faith, by appropriate proceedings and upon notice faith effort to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject cause each Lender to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) waive its requirements that Tenant make Escrow Payments so long as no Event of Default by Tenant has occurred hereunder and Tenant first-named herein (awhich shall be deemed to include its successor by merger or consolidation and or any permitted Affiliate transferee of Tenant's interest in this Lease) such contest is diligently pursued, (b) Beneficiary determines, remains the tenant in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution physical occupancy of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLeased Premises.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge 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 any of the Leased Premises, and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, which arise during the Term and are 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 or possession of any of the Leased Premises, any activity conducted on any of the Leased Premises, or cause 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)) a borrower would customarily agree 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), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord or (C) any capital gains, transfer or deed tax imposed on Landlord in connection with the sale, exchange or other disposition of the Leased Premises to any Person, except that Tenant shall be responsible to pay any increase in real estate taxes and assessments that are imposed as a result of a change of ownership of the Leased Premises occurring after the tenth (10th) Lease Year, but not with respect to any change of ownership occurring prior thereto. If any Imposition may be paid 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 twenty (20) days after Tenant's receipt thereof, (2) satisfactory evidence (which may be written notice from a tax service acceptable to Landlord and Lender) of payment of all taxes required to be paid and discharged, all Impositions not by Tenant hereunder no later than thirty (30) days following the due date thereofthe same would become delinquent, showing the same to have been paid prior to delinquency and (3) receipts for payment of all other Impositions promptly following Landlord's request therefor. (b) Landlord shall have the right, (i) following the occurrence of an Event of Default with respect to Escrow Charges described in clause (A) of the following sentence and (ii) if Landlord or Lender determines that the Leased Premises are not being maintained in accordance with current standards for similarly situated office buildings prudently managed so that the condition of the Leased Premises is not as required by Paragraph 12 (a) hereof, to require Tenant to pay to Landlord, or to Lender if directed by Landlord, an additional monthly sum (each an "Escrow Payment") sufficient to pay the day Escrow Charges (as -------------- hereinafter defined) as they become due. As used herein, "Escrow Charges" shall -------------- mean (A) real estate taxes on the Leased Premises or payments in lieu thereof and premiums on any insurance required by this Lease, and (B) amounts required by a Lender on the basis of an inspection of the Leased Premises or as otherwise reasonably determined by Lender which any fineshall be deposited in a reserve or reserves such as a capital improvement reserve, penalty, a replacement reserve and/or a repair reserve (such amounts in this clause (B) collectively referred to as "Reserve Funds"). 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 commingled with other funds of Landlord or other Persons and interest or cost may be added thereto or imposed, or the day on which any Lien may be filed thereon shall accrue for the nonpayment thereof (if benefit of Tenant from the date such day is used monies are received and invested until the date such monies are disbursed to determine pay Escrow Charges. If the due date Escrow Payments are held by the Lender, they shall be held and administered in accordance with Lender's customary procedures for similar accounts. Landlord shall apply the Escrow Payments to the payment of the respective item)Escrow Charges in such order or priority as Landlord shall determine or as required by law; provided, however, that Trustor mayany Reserve Funds shall only be used for improvements or repairs for which such Reserve Funds have been deposited, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount any remaining balance of any asserted tax such Reserve Funds shall be disbursed to Tenant at such time as such improvements or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) repairs have been completed so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends no Event of Default then exists. If at any time the obligation Escrow Payments theretofore paid to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to Landlord shall be adequate to cover insufficient for the payment of such tax or assessment and a reasonable additional sum the Escrow Charges, Tenant, within fifteen (15) days after Landlord's demand therefor, shall pay the amount of the deficiency to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor (a) Tenant shall duly pay deposit with Landlord monthly (as a deposit and discharge, or cause not a payment) commencing on the Commencement Date and continuing thereafter on the first day of each subsequent calendar month an amount equal to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date Tenant's Share of one-twelfth of the respective item); provided, however, annual Impositions estimated by Landlord and communicated by Landlord to Tenant in writing so that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Landlord shall have sufficient funds to pay the Impositions on the first day of the month preceding the month in installmentswhich they become due. To the extent within Tenant's control, Tenant further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Landlord. Provided Tenant has deposited sufficient funds with Landlord pursuant to this Section 3.2(a), Landlord shall pay, when due, such Impositions as may be due out of the funds so deposited with Landlord. If at any time and for any reason the funds deposited with Landlord are or will be insufficient to pay such Impositions as may then or subsequently be due, Landlord shall notify Tenant and Tenant shall deposit an amount equal to such deficiency with Landlord within seven (7) days after such notice. Notwithstanding the foregoing, Trustor may nothing contained herein shall cause Landlord to be obligated to pay any amounts in good faith, by appropriate proceedings and upon notice to Beneficiary, contest excess of the validity, applicability or amount of any asserted tax or assessment, subject funds deposited with Landlord pursuant to any more restrictive provisions applicable to any such contest contained this Section 3.2(a). If amounts collected by Landlord under this Section 3.2(a) exceed amounts necessary in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation order to pay Impositions, Landlord shall retain such excess payments and Tenant shall receive a credit for such excess amount toward the tax next payments due for such Impositions. Should Tenant fail to deposit with Landlord sums sufficient to pay such Impositions in full at least thirty (30) days before delinquency thereof Landlord may, at Landlord's election, but without any obligation so to do, advance any amounts required to make up the deficiency, which advances, if any, shall be treated as Additional Rent. Upon expiration of the Lease Term, the sums held by Landlord under this Section 3.2(a) shall be allocated between Landlord and that nonpayment Tenant as of such tax or assessment will not result in expiration date based upon the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary thereinperiods with respect to which such sums are due and payable, and (c) unless expressly provided Landlord shall be entitled to retain such portion as represents amounts due and payable up through such expiration date, and the contrary in balance shall be returned to Tenant. In the Credit Agreement, prior event this Lease is terminated due to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary all sums held by Landlord under this Section 3.2(a) shall make be retained by Landlord. (b) Subject to the following conditions, Tenant shall have the right, at Tenant's sole cost and expense, to contest or object in good faith to any sum deposited pursuant to clause (c) above available for Imposition, but such payment); and provided, further, that right shall not be deemed or construed in any event each way as relieving, modifying or extending Tenant's covenant to pay any such Imposition at the time and in the manner provided in this Section 3.2: (i) Landlord has given Tenant prior written notice that Landlord does not intend to contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid or object to such Imposition; (ii) Tenant has given prior written notice to the date any writ Landlord of Tenant's intent so to contest or order is issued under which the Trust Property may be sold, lost or forfeited.object to an Imposition;

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any 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, (iv) Landlord, solely as a result of or arising in respect of the acquisition (subject to any limitation in respect thereof set forth in Paragraph 31 hereof), ownership, occupancy, leasing, use, possession or sale of the Leased Premises to Tenant pursuant to the provisions hereof any activity conducted on any of the Leased Premises, or the day on which any fine, penalty, interest or cost may be added thereto or imposedRent, or (v) any Lender by reason of any Note, Mortgage, Assignment or other document evidencing or securing a Loan (subject to any limitation in respect thereof set forth in Paragraph 31 hereof) and which (as to this clause (v)) Landlord has agreed to pay (collectively, the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess profits or other taxes of Landlord or Lender solely 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person or (D) any transfer tax imposed on Landlord in connection with the sale of the Lease Premises to any Person other than Tenant or an Affiliate of Tenant and if subject to the negotiated terms of Tenant's exercise of its right of first refusal under Paragraph 36. If any Imposition may be paid in installments without interest or penalty, Tenant shall have the option to pay such installment payment would not create Imposition in installments; in such event, Tenant shall be liable only for those installments which accrue or permit become due and payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within ten (a10) such contest is diligently pursued, days after Landlord's request therefor. (b) Beneficiary determinesLandlord shall have the right, at any time if required by Lender (provided that Landlord shall use its good faith efforts to preclude the requirement for Escrow Payments in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary thereinconnection with a Loan), and (c) unless expressly provided to at any time following the contrary in the Credit Agreement, prior to the earlier occurrence of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 make mean real estate taxes on the Leased Premises or payments in lieu thereof and premiums on any sum deposited pursuant to clause (c) above available for such payment); insurance required by this Lease. Landlord shall determine the amount of the Escrow Charges and provided, further, that in any event of each such contest shall be concluded, Escrow Payment. As long as the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.Escrow

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 the any of 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) any of the Leased Premises, (iii) 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 day on which any fine, penalty, interest or cost may be added thereto or imposedRent, or (iv) any Lender by reason of any Note, Mortgage, Assignment by Landlord or other document evidencing or securing a Loan and which (as to this clause (iv)) Landlord has agreed to pay (collectively, the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, however, that Trustor maynothing 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 and only to the extent that 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 permitted it were in effect, would be payable by applicable law and if Tenant under the provisions hereof or by the terms of such installment payment would not create tax, assessment or permit other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, (C) any capital gains tax imposed on Landlord in connection with the filing sale of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject Leased Premises to any more restrictive provisions applicable Person, (D) installments of principal and/or interest payable by Landlord on any Loan, (E) property management fees payable by Landlord or (F) increases in real estate taxes which result from a transfer of the Leased Premises during the first three (3) years of the Initial Term or from a transfer of the Leased Premises at any time to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment affiliate of such tax Landlord or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Corporate Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.Associates 11

Payment of Impositions. Trustor shall duly The Borrower will pay and discharge, or cause to be paid and or discharged, any and all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, imposed or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor Borrower may in good faith, in lieu of paying such Impositions as they become due and payable, by appropriate proceedings and upon notice to Beneficiaryproceedings, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any validity thereof. During such contest contained the Borrower shall not be deemed in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment Default hereunder because of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreementnonpayment if, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary and if required by the Lender, the Borrower furnishes the Lender an amount determined by Beneficiary to be adequate to cover the payment of indemnity bond, conditioned that such tax or assessment with interest, cost and penalties be paid as herein stipulated, secured by a deposit in cash or security acceptable to the Lender or with surety acceptable to the Lender, in the amount of the tax or assessment being contested by the Borrower and a reasonable additional sum to cover pay all possible interestcosts, costs interest and penalties; provided, however, that Trustor penalties imposed or incurred in connection therewith. Upon conclusion of such contest the Borrower shall promptly cause to be paid pay any amount adjudged by a court of competent jurisdiction to be due, with all interestcosts, costs penalties and penalties thereon, promptly after interest thereon prior to the date such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date or any writ or order is issued under which any portion of the Trust Property Premises may be sold, lost or forfeitedsold pursuant to such judgment.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any 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 of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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)) are normal and customary and Landlord has agreed to pay (collectively, the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises or either Related Premises to any Person or (D) any transfer tax imposed on Landlord in connection with the sale of the Leased Premises or either Related Premises to any Person except for a sale to Tenant or its assignee or designee. If any Imposition may be paid 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 if such installment 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 receipts for payment would not create or permit of all taxes required to be paid by Tenant hereunder within forty-five (45) days after the filing due date thereof and within ten (10) days after written request from Landlord copies of a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installmentswhich may be issued by any governmental authority and receipts for payment of all other Impositions. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice In no event shall Tenant have any obligation to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions pay Impositions applicable to any such contest contained in a period extending beyond the Credit Agreement and (without limiting expiration of the foregoing) so long as (a) such contest is diligently pursued, Term. (b) Beneficiary determinesLandlord shall have the right if required by the terms of any Mortgage and, in its opinion reasonably exercisedany event, that such contest suspends during the obligation occurrence of an Event of Default to require Tenant to pay to Landlord an additional monthly sum (each an "Escrow Payment") sufficient to pay the tax 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 that nonpayment of such tax or assessment will not result in premiums on any insurance required by this Lease. Landlord shall determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. The Escrow Payments may be commingled with other funds of Landlord or any part thereof other Persons and no interest thereon shall be due or any interest of Beneficiary therein, and (c) unless expressly provided payable to Tenant. Landlord shall apply the contrary in the Credit Agreement, prior Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as required by law or any Lender. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor shall duly (a) Except as provided to the contrary in this Section 5.1 below, Tenant covenants and agrees to pay during the Term of this Lease, as Additional Rent, and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereof, all real estate taxes, regular or special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, (if such day except as set forth in Section 2.6 above) charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges and all other charges or burdens of whatsoever kind and nature (including costs, fees and expenses of complying with any restrictive covenants to which the Land is used to determine subject as of the due date of this Lease or similar agreements to which the respective itemDemised Premises are subject, incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises), without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "IMPOSITIONS"), which at any time during the Term may have been or may be assessed or levied on the Demised Premises or any portion thereof or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay the current portions of all special (or similar) assessments which during the Term of this Lease shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises or any portion thereof; provided, however, that Trustor mayif by law any special assessment is payable (without default) or, if permitted by applicable law at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may (and if shall only be obligated to) pay the same, in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment payment would not create or permit and the filing of a Lien against the Trust Property, pay the Impositions in installmentsinterest thereon. Notwithstanding the generality of the foregoing, Trustor may in good faith, Tenant shall not be responsible (and Landlord shall pay prior to delinquency) for Impositions charged by appropriate proceedings and upon notice any association which includes the Land to Beneficiary, contest the validity, applicability or extent the amount of any asserted tax the Impositions therefrom exceeds the amount which Tenant would have incurred had Tenant performed the work and provided the services performed or assessment, subject to any more restrictive provisions applicable to any such contest contained in provided by the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, association. (b) Beneficiary determinesNotwithstanding the foregoing provisions of Section 5.1 (a), Tenant shall not be responsible for (and Landlord shall pay prior to delinquency) any increase in its opinion reasonably exercised, that such contest suspends ad valorem property taxes or other taxes which might result from the obligation to pay the sale or other transfer (deemed a change of ownership for California tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution purposes) of the Trust Property Demised Premises during the Term of the Lease to the extent such increase results from the fact that the assessed value of the Demised Premises exceeds the total cost (including the direct and indirect costs (including the costs of permits, fees and professional services) of the Land, Shell Improvements and Tenant Improvements) of the Demised Premises. Payment of any taxes, assessments or any part thereof similar charges which are directly related to the acquisition of the Land or any interest the construction of Beneficiary therein, and the Improvements or Demised Premises will be Landlord's financial responsibility. (c) unless expressly provided Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable for periods prior to the Commencement Date and after the termination date of the Term of this Lease. Landlord will deliver to Tenant the tax bills at least thirty (30) days prior to any delinquency date. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises or any portion thereof, which are due and payable for periods during the Term of this Lease. Landlord shall pay all real estate taxes which are payable for periods prior to the Commencement Date and after the termination date of the Term of this Lease. Provisions herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in the Credit Agreement, prior respect to the earlier of Demised Premises during the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that year in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be soldInitial Term commences and the year in which the Term ends which the number of days in said year not within the Term of this Lease bears to 365, lost or forfeitedand Tenant shall pay the balance of said current real estate taxes and current installments of special assessments during said years.

Payment of Impositions. Trustor shall duly Tenant covenants and agrees to pay and dischargeduring the term of this Lease, or cause to be paid and dischargedcommencing on the Rent Commencement Date, all Impositions not later than the due date thereofas Additional Rent, or the day on which before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (if such day is used including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to determine which the due date Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the respective itemDemised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Beginning on the Rent Commencement Date, Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the term of this Lease shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof; provided, however, that Trustor mayif by law any special assessment is payable (without default) or, if permitted by applicable law at the option of Tenant, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and if before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment payment would not create and the interest thereon. Tenant shall pay all special assessments or permit installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the filing Demised Premises, or any portion thereof, which are due and payable during the term of a Lien against this Lease beginning on the Trust Property, Rent Commencement Date. Landlord shall pay all installments of special assessments (including interest accrued on the Impositions in installments. Notwithstanding unpaid balance) which are payable prior to the foregoing, Trustor may in good faith, by appropriate proceedings Rent Commencement Date and upon notice to Beneficiary, contest after 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution termination date of the Trust Property term of this Lease. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any part thereof or any interest portion thereof, which are due and payable during the term of Beneficiary therein, and (c) unless expressly provided this Lease. Landlord shall pay all real estate taxes which are payable prior to the Rent Commencement Date. Provisions herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in the Credit Agreement, prior respect to the earlier of Demised Premises during the commencement of such contest or year the delinquency date of term commences and the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that year in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be soldterm ends which the number of days in said year not within the term of this Lease bears to 365, lost or forfeitedand Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years.

Payment of Impositions. Trustor shall duly pay and discharge(a) Tenant shall, or cause to be paid and discharged, all Impositions not later than the due date thereof, or at least five (5) days prior to the day on which before any fine, penaltyinterest, interest penalty or cost may be added thereto or imposed, or at least five (5) days prior to the day on which any Lien lien may be filed for the nonpayment non-payment thereof (if such day is used to determine the due date of the respective item), 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 any 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) any of the Leased Premises, including any increases in real estate taxes from a reassessment of the Leased Premises by the applicable taxing authority as a result of any transfer of the Leased Premises (A) to any affiliate of Landlord or Landlord's parent of which Landlord's parent directly or indirectly owns beneficially more than fifty percent (50%) or (B) to Landlord's parent so long as in any such case Tenant has an opportunity to review and comment upon the structure of such transfer prior to the occurrence thereof, (iii) 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, or (iv) any Lender by reason of any Note, Mortgage, 23 Assignment or other document evidencing or securing a Loan and which (as to this clause (iv)) Landlord has agreed to pay (collectively, the "Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 a substitute for any then existing tax, assessment or other charge upon or with respect to the Leased Premises which, if permitted it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord or Lender, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person or (D) any increases in real estate taxes from a reassessment of the Leased Premises by the applicable law taxing authority as a result of (x) any sale or transfer of the Leased Premises or, (y) any sale or transfer of ownership interests by any member of Landlord, except as provided in (ii) above. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installmentswhich may be issued by any 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. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount Any refunds of any asserted tax or assessment, subject Impositions attributable to any more restrictive provisions applicable to any such contest contained in period during the Credit Agreement Term shall be payable to, and (without limiting shall be the foregoing) so long as (a) such contest is diligently pursuedproperty of, Tenant. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Landlord shall have the obligation right at any time following the occurrence and during the continuation of an Event of Default to require Tenant to pay to Landlord (or Lender if Landlord is so required pursuant to the terms of the Mortgage) an additional monthly sum (the "Escrow Payments") sufficient to pay the tax 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 that nonpayment of such tax or assessment will not result in premiums on any insurance required by this Lease. Landlord shall determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord and not Lender, or any part thereof if Lender shall hold the Escrow Payments and shall so agree, the Escrow Payments shall not be commingled with other funds of Landlord or any other Persons and interest shall accrue thereon for the benefit of Beneficiary thereinTenant, and (c) unless expressly provided from the date such monies are received by or on behalf of Landlord to the contrary in date such monies are disbursed to pay Escrow Charges. Landlord or Lender, as the Credit Agreementcase may be, prior shall apply the Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow 24 Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interestLandlord or Lender, costs and penalties; providedas the case may be, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, which shall include written verification of such deficiency, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor shall duly Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, franchise, sales, goods and services, gross receipts or 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 any 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, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession of any of the Leased Premises or the sale of any of the Leased Premises or any part thereof to Tenant or its designee or any activity conducted on any of the Leaed Premises, or cause imputed to be paid and discharged, all Impositions not later than or payable by Landlord as the due date thereofresult of its ownership 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)) Tenant has agreed to pay (collectively the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); "Imposition"): provided, howeverthat (A) nothing herein shall obligate Tenant to pay Landlord Expenses, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoingB) so long as no Event of Default exists, Tenant shall enroll the Leased Premises into the "TIPP" program and pay realty taxes to the applicable taxing authority on a monthly basis in accordance with the "TIPP" program. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Basic Rent. If any Imposition may be paid in installments without penalty, tenant shall have the option to pay such Imposition in installments. In any event, Tenant shall be liable only for those Impositions which accrue or become due and payable during the Term, and Landlord shall reimburse Tenant as of the expiration of the Term for any Impositions paid by Tenant that accrue on account of the period from and after the expiration of the Term. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord (a1) such contest is diligently pursuedcopies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (10) Business Days after Tenant's receipt thereof, (b2) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the receipts for payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause all taxes required to be paid any amount adjudged by a court Tenant hereunder within thirty (30) Business Days after the due date thereof (including the monthly due date under the "TIPP" program) and (3) receipts for payment of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly other Impositions within ten (10) Business Days after such judgment becomes final (and, subject to BeneficiaryLandlord's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedrequest therefor.

Payment of Impositions. Trustor As additional rent, Tenant shall duly pay and dischargepay, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, interest or cost may be added thereto for the non-payment thereof (or imposedat such earlier and commercially reasonable time as is required by a Institutional Fee Mortgagee or a Fee Mortgagee on the date hereof which is not an Institution), all real estate taxes, assessments, special assessments, water and sewer rates and charges, vault charges, occupancy taxes measured by income, license and permit fees and other governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature (collectively, "Impositions") which are assessed, levied, confirmed, imposed or become a lien upon or are due and payable with respect to the Premises or the sidewalks or streets in front of or adjoining the same, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date are assessed, levied, confirmed or imposed upon Landlord as owner of the respective itemPremises and/or as the Landlord under this Lease or as the recipient of rents or other charges produced by this Lease, and which become or are payable, during the Term (including any interest imposed thereon by reason of an election to pay the same in installments), and any and all other taxes, assessments and charges levied, assessed or imposed upon the Premises or any portion thereof or upon Landlord as an owner of the Premises and/or as the Landlord under this Lease or in respect of the rents or other charges produced by this Lease in lieu of or in addition to the foregoing, including in substitution of or in addition to any other Impositions (for such purpose, the Imposition in question shall be calculated as if the Premises were the sole asset of Landlord); provided, howeverthat if, that Trustor mayby law, if permitted by applicable law and if such installment payment would any Imposition is payable or at the option of the taxpayer may be paid in installments (whether or not create or permit interest shall accrue on the filing of a Lien against the Trust Propertyunpaid balance thereof), Tenant may pay the Impositions same (and any accrued interest on the unpaid balance) in installments. Notwithstanding the foregoing, Trustor may installments (and Landlord shall cooperate with Tenant in good faith, any application by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation Tenant to pay the tax same in installments) and that nonpayment of shall pay only such tax installments as may become due during the Term as the same respectively become due and before any fine, penalty, interest or assessment will cost may be added thereto for non-payment thereof (or at such earlier and commercially reasonable time as is required by an Institutional Fee Mortgagee or a Fee Mortgagee on the date hereof which is not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such paymentInstitution); and provided, further, that any Imposition relating to a fiscal period of a taxing authority, a part of which period is included within the Term of this Lease and a part of which is included in any event each a period of time before the Term Commencement Date or after the expiration or earlier termination of this Lease, shall (whether or not such contest Imposition shall be concludedassessed, levied, confirmed, imposed or become a lien upon the taxesPremises, assessmentsor shall become payable, interestduring the Term) be appropriately pro-rated between Landlord and Tenant, costs and penalties shall be paid prior subject to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedSection 1.4(c).

Payment of Impositions. Trustor shall duly Tenant shall, before interest or penalties are due thereon, and by such earlier dates as may be provided below, pay and dischargedischarge 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 any of the Leased Premises, all ground rents and all other public charges 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 and discharged(iv) Landlord as a result of or arising in respect of the ownership, all Impositions not later than occupancy, leasing, use or possession of any of the due date thereofLeased Premises, any activity conducted on any of the Leased Premises, or the day on which any fineRent (collectively, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"IMPOSITIONS"); provided, however, that Trustor maynothing herein shall obligate Tenant to pay (A) income, if permitted excess profits or other taxes of Landlord which are determined on the basis of Landlord's net income or net worth, (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person or (D) any Lender by applicable law and if reason of any note, mortgage, assignment or other document evidencing or securing a Loan. If any Imposition may be paid in installments without interest or penalty, Tenant shall have the option to pay such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions 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. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided anything to the contrary in the Credit Agreementcontained herein, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessmentTenant shall, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 no later than thirty (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c30) above available for such payment); and provided, further, that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid days prior to the date any writ real estate taxes levied against the Leased Premises would become delinquent, (1) pay such taxes or order is issued under which the Trust Property may be sold, lost special assessments and (2) provide Landlord and each Lender with written evidence of payment of such taxes or forfeitedspecial assessments.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any of the Leased Premises, 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 of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the day on which any fine, penalty, interest or cost may be added thereto or imposedRent, or the day (v) any Lender by reason of any tax or charge payable to or on behalf of Lender which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date not imposed as of the respective itemdate hereof, is customarily paid by tenants or by borrowers pursuant to then prevailing mortgage practices and which is a substitute for any ad valorem tax payable on the Leased Premises or any portion thereof and (as to this clause (v)) which Landlord has agreed to pay (collectively, the "Impositions"); provided, howeverthat nothing in this Lease shall obligate Tenant to pay (A) income, that Trustor mayexcess 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, if permitted by applicable law and if such installment payment would not create (B) any estate, inheritance, succession, gift or permit similar tax imposed on Landlord or (C) any capital gains or transfer tax imposed on Landlord in connection with the filing sale of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject Leased Premises to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution Person except for a sale of the Trust Property Leased Premises or any part thereof to Tenant or to any interest nominee or designee of Beneficiary thereinTenant. If any Imposition may be paid in installments without 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 (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 (c3) unless expressly provided receipts for payment of all other Impositions within ten (10) days after Landlord's request therefor. (b) Landlord shall have the right during the occurrence of an Event of Default to require Tenant to pay to Landlord an additional monthly sum (each an "Escrow Payment") sufficient to pay the contrary 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 Credit Agreement, prior to the earlier amount of the commencement Escrow Charges and of such contest 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. Landlord shall apply the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary Escrow Payments to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor Lessee, in accordance with Section 19.02, shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, premium, further interest or cost may be assessed or added thereto for nonpayment, such payments to be made directly to the taxing authorities where feasible. If requested, Lessee shall deliver, to Lessor copies of receipts, canceled checks or imposedother documentation reasonably satisfactory, or to Lessor evidencing payment of Impositions and Lessee agrees to maintain in its records evidence of payment of real estate, personal property and other ad valorem taxes for a period of no less than eight (8) years. If any such Imposition may, at the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date option of the respective itemtaxpayer, lawfully be paid in installments (regardless of whether interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same in installments; provided, however, that Trustor mayupon return of the Property or any portion thereof under the terms of this Lease, Lessee shall pay any accrued but unpaid Impositions on the Property (together with accrued interest, if permitted by applicable law any) or such portion thereof that is being returned and shall pay all unpaid installments (together with accrued interest, if such installment payment would any) whether or not create due. If a Lease Event of Default exists or permit a Lease Default shall have occurred and be continuing, Lessee shall pay to the filing of a Lien against the Trust PropertyLessor, pay in monthly installments in amounts equal to the Impositions in installments. Notwithstanding (or estimated to equal such Impositions) (together with accrued interest, if any) to be held and applied by the foregoingLessor, Trustor may in good faithincluding on such initial payment date such additional amount as shall be necessary to assure that together with the upcoming months' installment, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or full amount of each Imposition (together with accrued interest, if any) shall have been received by Lessor prior to the due date of such Imposition. Lessee shall have the right to contest any asserted tax or assessmentImposition, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and following: (without limiting the foregoingi) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 concludedat its sole cost, risk and expense, (ii) if the Imposition being contested is in the amount of $500,000.00 or more, Lessee shall provide notice to Lessor within ten (10) days of such Imposition and contest and the grounds thereof, (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 other realization upon, such Imposition, from any Property or other interest of Lessor or any assignee, or from any Rent (or otherwise affect Lessee's obligation to pay, and Lessor's right to receive, Rent), (v) such contest will not adversely affect the Agent's Lien on any Property, the taxesHead Lessor's rights under the Head Lease or with respect to the Equipment or Lessor's right to any Property, assessments(vi) such contest will not interfere with the possession, interestuse or occupancy or sale of any Property, costs (vii) such contest will not subject any Indemnitee to any civil or criminal liability or require the disclosure of Confidential Information of such Indemnitee except upon terms and penalties conditions acceptable to such Indemnitee, and (viii) Lessee shall be paid not postpone the payment of any Imposition for such length of time as shall permit the Property to become subject to a Lien created by such item being contested that is prior to the date Lien securing the Indebtedness or any writ rights of Head Lessor in connection with the Equipment. Lessee shall pay any Imposition (and related costs) promptly after foregoing any contest or order after receipt of a final adverse judgment, or after notice from Lessor that such contest is issued under which not being performed in accordance with the Trust Property may be sold, lost or forfeitedterms hereof.

Payment of Impositions. Trustor shall duly The Mortgagor will pay when due and dischargebefore any penalty all taxes, installments of assessments, water charges, sewer charges and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or cause charged against or constituting a lien on the Premises or any interest therein or the Indebtedness Secured Hereby (hereinafter referred to as the "Impositions"); and will upon demand furnish to the Mortgagee proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid by the Mortgagor, or changing in any way the laws relating to the taxation of mortgages or debts secured by mortgages or a mortgagee's interest in mortgaged premises, so as to impose such Imposition on the Mortgagee or on the interest of the Mortgagee in the Premises, then, in any such event, the Mortgagor shall bear and dischargedpay the full amount of such Imposition, all Impositions not later than provided that if for any reason payment by the Mortgagor of any such Imposition would be unlawful, or if the payment thereof would constitute usury or render the Indebtedness Secured Hereby wholly or partially usurious, the Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due date thereofand payable, without prepayment premium, or the day on Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness Secured Hereby unlawful or usurious, in which any fine, penalty, interest or cost may be added thereto or imposed, or event the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Mortgagor shall concurrently therewith pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings remaining lawful and upon notice to Beneficiary, contest the validity, applicability non-usurious portion or amount balance of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsaid Imposition.

Payment of Impositions. Trustor Tenant shall duly pay and dischargepay, or cause to be paid and dischargedas Additional Rent, all Impositions not later than that may be levied or become a lien on the due date thereofLeased Property or any part thereof at any time (whether prior to or during the Term), or the day on which without regard to prior ownership of said Leased Property, before any fine, penalty, interest interest, or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item)incurred; provided, however, Tenant may contest any Imposition in accordance with §3.7 and further provided that Trustor mayfor an Imposition that is levied prior to expiration of the Term but relates to periods accruing after the Term, if permitted by applicable law Tenant shall only be responsible for that 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 Imposition and if the 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 installment payment would not create or permit the filing other proof of a Lien against the Trust Property, pay the Impositions in installmentspayment satisfactory to Landlord. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the Tenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the tax and that nonpayment of date such tax or assessment will not result in Impositions become a lien upon the sale, loss, forfeiture or diminution of the Trust Leased Property or any part thereof or thereof. Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any interest Imposition payable by Tenant under the Lease as may be required by governmental authorities. Tenant shall be entitled to any refund due from any taxing authority if no Event of Beneficiary therein, Default shall have occurred hereunder and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier be continuing and if Tenant shall have paid all Impositions due and payable as of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary refund. Landlord shall be entitled 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during refund from any taxing authority if an Event of Default, Beneficiary shall make any sum deposited pursuant Default has occurred and is continuing. Any refunds retained by Landlord due to clause (c) above available for such payment); and provided, further, that in any event each such contest an Event of Default shall be concludedtimely applied to an obligation of Tenant in the order which Landlord may determine in Landlord’s reasonable discretion. Landlord and Tenant shall, upon request of the taxesother, assessmentsprovide 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, interestTenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Landlord, costs to the extent it possesses the same, and penalties Tenant, 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 Landlord is legally required to file personal property tax returns, Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest. Tenant may, upon notice to Landlord, at Tenant’s option and 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 fully cooperate with Tenant in such protest, appeal, or other action. Tenant shall reimburse Landlord for all personal property taxes paid by Landlord with respect to the Lease within 30 days after receipt of xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Impositions imposed in respect to the tax-fiscal period during which the Term terminates shall be paid prior adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed before or after such termination, and Tenant’s obligation to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedpay its prorated share thereof shall survive such termination.

Payment of Impositions. Trustor shall duly Except as provided in Section 3, the Mortgagor will pay when due and dischargebefore any penalty attaches all taxes, installments of assessments, water charges, sewer charges and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or cause charged against or constituting a lien on the Mortgaged Property or any interest therein or the Indebtedness (hereinafter referred to as the “Impositions”) and will upon demand furnish to the Mortgagee proof of payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid by Mxxxxxxxx, or changing in any way the laws relating to the taxation of mortgages or debts secured by mortgages or any mortgagee’s interest in mortgaged property, so as to impose such Imposition on the Mortgagee or on the interest of the Mortgagee in the Mortgaged Property, then, in any such event, the Mortgagor shall bear and dischargedpay the full amount of such Imposition, all Impositions not later than provided that if for any reason payment by the Mortgagor of any such Imposition would be unlawful, or if the payment thereof would constitute usury or render the Indebtedness wholly or partially usurious, the Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due date thereofand payable, without prepayment premium, or the day on Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness unlawful or usurious, in which any fine, penalty, interest or cost may be added thereto or imposed, or event the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Mortgagor shall currently therewith pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings remaining lawful and upon notice to Beneficiary, contest the validity, applicability non-usurious portion or amount balance of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsaid Imposition.

Payment of Impositions. Trustor shall duly (a) Except as provided to the contrary in this Section 5.1 below, Tenant covenants and agrees to pay during the Term of this Lease, as Additional Rent, and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereof, all real estate taxes, regular or special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, (if such day except as set forth in Section 2.5 above) charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges and all other charges or burdens of whatsoever kind and nature (including costs, fees and expenses of complying with any restrictive covenants or similar agreements (e.g. CC&R's, private assessment districts or owners' associations) to which the Land is used to determine subject as of the due date of March 2, 1998), incurred in the respective itemuse, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the Term may have been or may be assessed or levied on the Demised Promises or any portion thereof or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay the current portions of all special (or similar) assessments which during the Term of this Lease shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises or any portion thereof; provided, however, that Trustor mayif by law any special assessment is payable (without default) or, if permitted by applicable law at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may (and if shall only be obligated to) pay the same, in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment payment would and the interest thereon. (b) Tenant shall pay all Impositions whether heretofore or hereafter levied or assessed upon the Demised Premises or any portion thereof, which are due and payable for periods during the Term of this Lease, including any Extension Term. Landlord shall pay all Impositions which are payable for periods prior to March 2, 1998 and after the termination date of the Term of this Lease. Provisions herein to the contrary notwithstanding, Landlord shall pay that portion of the Impositions and installments of special assessments due and payable in respect to the Demised Premises during the year in which the Initial Term commences and the year in which the Term ends which the number of days in said year not create or permit within the filing Term of a Lien against the Trust Propertythis Lease bears to 365, and Tenant shall pay the balance of said current Impositions in installments. and current installments of special assessments during said years. (c) Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount foregoing provisions of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as Section 5.1 (a) such contest is diligently pursued, and (b), Tenant shall not be responsible for (and Landlord shall pay prior to delinquency) Beneficiary determines, any increase in its opinion reasonably exercised, that such contest suspends ad valorem property taxes which might result from the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution sale of the Trust Property or any part thereof or any interest Demised Premises during the Term of Beneficiary therein, and (c) unless expressly provided the Lease to the contrary in extent such property taxes result from the Credit Agreement, prior to fact that the earlier assessed value of the commencement of such contest or Demised Premises exceeds the delinquency date total cost (including the cost of the asserted tax or assessmentLand, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover Shell Improvements, Tenant Improvements, "soft" costs, permits, site improvements, etc.) of the payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedDemised Premises.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any 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, (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 day on which any fine, penalty, interest or cost may be added thereto or imposedRent, or (v) any Lender by reason of any Note, Mortgage, Assignment or other customary document evidencing or securing a Loan and which (as to this clause (v)) Landlord has agreed to pay (collectively, the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat ----------- nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within ten (a10) such contest is diligently pursued, days after Landlord's request therefor. (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends Landlord shall have the obligation right at any time following the occurrence of an Event of Default or if required by Lender to require Tenant to pay to Landlord an additional monthly sum (each an "Escrow Payment") sufficient -------------- to pay the tax 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 that nonpayment of such tax or assessment will not result in premiums on any insurance required by this Lease. Landlord shall determine the sale, loss, forfeiture or diminution amount of the Trust Property Escrow Charges and of each Escrow Payment. As long as the Escrow Payments are being held by Landlord the Escrow Payments shall not be commingled with other funds of Landlord or any part thereof or any other Persons and interest thereon shall accrue for the benefit of Beneficiary therein, Tenant from the date such monies are received and (c) unless expressly provided invested until the date such monies are disbursed to pay Escrow Charges. Landlord shall apply the contrary in the Credit Agreement, prior Escrow Payments to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor shall duly Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales and dischargedrent taxes, and any penalties in connection therewith), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit of any of the Leased Premises (including any Easement Agreement), all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to the any of 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, (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 day on which any fineRent, penaltyin each case whether accruing before or after the Commencement Date (collectively, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item“Impositions”); provided, however, that Trustor maynothing herein shall obligate Tenant to pay (A) income, excess profits or other taxes of Landlord which are determined on the basis of Landlord’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 permitted it were in effect, would be payable by applicable law and if Tenant under the provisions hereof or by the terms of such installment payment would not create tax, assessment or permit other charge), (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 filing sale of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject Leased Premises to any more restrictive provisions applicable Person. If any Imposition may be paid in installments without interest or penalty, Tenant shall have the option to any pay such contest contained Imposition in the Credit Agreement and (without limiting the foregoing) installments so long as each installment is timely paid and Landlord receives evidence of each such payment. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord (a1) such contest is diligently pursuedcopies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (10) days after Tenant’s receipt thereof, (b2) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends receipts for payment of all taxes required to be paid by Tenant hereunder within ten (10) days after the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary thereindue date thereof, and (c3) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the receipts for payment of such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid any amount adjudged by a court of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly other Impositions within ten (10) days after such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord’s request therefor.

Payment of Impositions. Trustor Lessee, in accordance with Section 19.02, shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, premium, further interest or cost may be assessed or added thereto for nonpayment, such payments to be made directly to the taxing authorities where feasible. If requested, Lessee shall deliver, to Lessor copies of receipts, canceled checks or imposedother documentation reasonably satisfactory, or to Lessor evidencing payment of Impositions and Lessee agrees to maintain in its records evidence of payment of real estate, personal property and other ad valorem taxes for a period of no less than eight (8) years. If any such Imposition may, at the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date option of the respective itemtaxpayer, lawfully be paid in installments (regardless of whether interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same in installments; provided, however, that Trustor mayupon return of the Property or any portion thereof under the terms of this Lease, Lessee shall pay any accrued but unpaid Impositions on the Property (together with accrued interest, if permitted by applicable law any) or such portion thereof that is being returned and shall pay all unpaid installments (together with accrued interest, if such installment payment would any) whether or not create due. If a Lease Event of Default exists or permit a Lease Default shall have occurred and be continuing, Lessee shall pay to the filing of a Lien against the Trust PropertyLessor, pay in monthly installments in amounts equal to the Impositions in installments. Notwithstanding (or estimated to equal such Impositions) (together with accrued interest, if any) to be held and applied by the foregoingLessor, Trustor may in good faithincluding on such initial payment date such additional amount as shall be necessary to assure that together with the upcoming months' installment, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or full amount of each Imposition (together with accrued interest, if any) shall have been received by Lessor prior to the due date of such Imposition. Lessee shall have the right to contest any asserted tax or assessmentImposition, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and following: (without limiting the foregoingi) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 concludedat its sole cost, risk and expense, (ii) if the Imposition being contested is in the amount of $500,000.00 or more, Lessee shall provide notice to Lessor within ten (10) days of such Imposition and contest and the grounds thereof, (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 other realization upon, such Imposition, from any Property or other interest of Lessor or any assignee, or from any Rent (or otherwise affect Lessee's obligation to pay, and Lessor's right to receive, Rent), (v) such contest will not adversely affect the Agent's Lien on any Property, the taxesHead Lessor's rights under the Head Lease or with respect to the Equipment or Lessor's right to any Property, assessments(vi) such contest will not interfere with the possession, interestuse or occupancy or sale of any Property, costs (vii) such contest will not subject any indemnity to any civil or criminal liability or require the disclosure of Confidential Information of such Indemnity except upon terms and penalties conditions acceptable to such Indemnity, and (viii) Lessee shall be paid not postpone the payment of any Imposition for such length of time as shall permit the Property to become subject to a Lien created by such item being contested that is prior to the date Lien securing the Indebtedness or any writ rights of Head Lessor in connection with the Equipment. Lessee shall pay any Imposition (and related costs) promptly after foregoing any contest or order after receipt of a final adverse judgment, or after notice from Lessor that such contest is issued under which not being performed in accordance with the Trust Property may be sold, lost or forfeitedterms hereof.

Payment of Impositions. Trustor shall duly (a) Except as provided to the contrary in this Section 5.1 below, Tenant covenants and agrees to pay during the Term of this Lease, as Additional Rent, and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereof, all real estate taxes, regular or special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water capacity, (if such day except as set forth in Section 2.6 above) charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges and all other charges or burdens of whatsoever kind and nature (including costs, fees and expenses of complying with any restrictive covenants to which the Land is used to determine subject as of the due date of this Lease or similar agreements to which the respective itemDemised Premises are subject, incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises), without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the Term may have been or may be assessed or levied on the Demised Premises or any portion thereof or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Tenant shall pay the current portions of all special (or similar) assessments which during the Term of this Lease shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises or any portion thereof; provided, however, that Trustor mayif by law any special assessment is payable (without default) or, if permitted by applicable law at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may (and if shall only be obligated to) pay the same, in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment payment would not create or permit and the filing of a Lien against the Trust Property, pay the Impositions in installmentsinterest thereon. Notwithstanding the generality of the foregoing, Trustor may in good faith, Tenant shall not be responsible (and Landlord shall pay prior to delinquency) for Impositions charged by appropriate proceedings and upon notice any association which includes the Land to Beneficiary, contest the validity, applicability or extent the amount of any asserted tax the Impositions therefrom exceeds the amount which Tenant would have incurred had Tenant performed the work and provided the services performed or assessment, subject to any more restrictive provisions applicable to any such contest contained in provided by the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, association. (b) Beneficiary determinesNotwithstanding the foregoing provisions of Section 5.1(a), Tenant shall not be responsible for (and Landlord shall pay prior to delinquency) any increase in its opinion reasonably exercised, that such contest suspends ad valorem property taxes or other taxes which might result from the obligation to pay the sale or other transfer (deemed a change of ownership for California tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution purposes) of the Trust Property Demised Premises during the Term of the Lease to the extent such increase results from the fact that the assessed value of the Demised Premises exceeds the total cost (including the direct and indirect costs (including the costs of permits, fees and professional services) of the Land, Shell Improvements and Tenant Improvements) of the Demised Premises. Payment of any taxes, assessments or any part thereof similar charges which are directly related to the acquisition of the Land or any interest the construction of Beneficiary therein, and the Improvements or Demised Premises will be Landlord's financial responsibility. (c) unless expressly provided Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable for periods prior to the Commencement Date and after the termination date of the Term of this Lease. Landlord will deliver to Tenant the tax bills at least thirty (30) days prior to any delinquency date. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises or any portion thereof, which are due and payable for periods during the Term of this Lease. Landlord shall pay all real estate taxes which are payable for periods prior to the Commencement Date and after the termination date of the Term of this Lease. Provisions herein to the contrary notwithstanding, Landlord shall pay that portion of the real estate taxes and installments of special assessments due and payable in the Credit Agreement, prior respect to the earlier of Demised Premises during the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that year in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be soldInitial Term commences and the year in which the Term ends which the number of days in said year not within the Term of this Lease bears to 365, lost or forfeitedand Tenant shall pay the balance of said current real estate taxes and current installments of special assessments during said years.

Payment of Impositions. Trustor Borrower shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which prior to the day any fine, penalty, interest or cost may be added thereto or imposed, or the day on which prior to the day any Lien may be filed filed, for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor Borrower may, if if, to the extent and in the manner permitted by applicable law and law, (a) pay the Impositions in installments, whether or not interest shall accrue on the unpaid balance of such Impositions, if such installment payment would not create or permit the filing of a Lien against the Trust PropertyCollateral, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determinescontest the payment of any Impositions in good faith and by 48 appropriate proceedings provided that: (i) any such contests shall be prosecuted diligently and in a manner not prejudicial to the rights, liens and security interests of Agent, (ii) Borrower shall deposit funds with Agent or obtain a bond in its opinion form and substance and with an issuing company reasonably exercisedsatisfactory to Agent in an amount sufficient to cover any amounts which may be owing in the event the contest may be unsuccessful (Borrower agreeing to make such deposit or obtain such bond, as the case may be, within five (5) days after demand therefor and that, if made by payment of funds to Agent, the amount so deposited shall be disbursed in accordance with the resolution of the contest either to Borrower or the adverse claimant), (iii) no contest may be conducted and no payment may be delayed beyond the date on which the Collateral could be sold for nonpayment (provided however, that such contest suspends may be continued beyond such date so long as Borrower provides assurances, by bond, payment or otherwise, that the obligation Collateral will not be so sold) and (iv) Agent may pay over to pay the tax and that nonpayment taxing authority entitled thereto any or all of the funds at any time when, in the opinion of Agent's counsel, the entitlement of such authority to such funds is established and no reasonable avenues for contesting such entitlement are available to Borrower. Subject to Borrower's right to contest as provided for herein, Borrower shall submit to Agent copies of tax statements and paid tax receipts evidencing the due and punctual payment of all real estate and personal property taxes, charges and assessments levied upon or assessment will not result in assessed or charged against the sale, loss, forfeiture Collateral on or diminution before thirty (30) days of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency delinquent date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of any such tax or assessment and a reasonable additional sum to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor (a) Tenant shall duly pay deposit with Landlord monthly (as a deposit and discharge, or cause not a payment) commencing on the Commencement Date and continuing thereafter on the first day of each subsequent calendar month an amount equal to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date Tenant's Share of one-twelfth of the respective item); provided, however, annual Impositions estimated by Landlord and communicated by Landlord to Tenant in writing so that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Landlord shall have sufficient funds to pay the Impositions on the first day of the month preceding the month in installmentswhich they become due. To the extent within Tenant's control, Tenant further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Landlord. Provided Tenant has deposited sufficient funds with Landlord pursuant to this Section 3.2(a), Landlord shall pay, when due, such Impositions as may be due out of the funds so deposited with Landlord. If at any time and for any reason the funds deposited with Landlord are or will be insufficient to pay such Impositions as may then or subsequently be due, Landlord shall notify Tenant and Tenant shall deposit an amount equal to such deficiency with Landlord within seven (7) days after such notice. Notwithstanding the foregoing, Trustor may nothing contained herein shall cause Landlord to be obligated to pay any amounts in good faith, by appropriate proceedings and upon notice to Beneficiary, contest excess of the validity, applicability or amount of funds deposited with Landlord pursuant to this Section 3.2(a). If amounts collected by Landlord under this Section 3.2(a) exceed amounts necessary in order to pay Impositions, Landlord shall retain such excess payments and Tenant shall receive a credit for such excess amount toward the next payments due for such Impositions, unless within 30 days following any asserted tax or assessment, subject Lease Year Tenant notifies Landlord to any more restrictive provisions applicable to any reimburse Tenant for the amount of such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determinesexcess, in its opinion reasonably exercisedwhich event Landlord, that following receipt of such contest suspends the obligation notice, shall promptly reimburse such excess to Tenant. Should Tenant fail to deposit with Landlord sums sufficient to pay such Impositions in full at least ten (10) days before delinquency thereof Landlord may, at Landlord's election, but without any obligation so to do, advance any amounts required to make up the tax deficiency, which advances, if any, shall be treated as Additional Rent. Upon expiration of the Lease Term or earlier termination of this Lease in accordance with Section 13.28 hereof, the sums held by Landlord under this Section 3.2(a) shall be allocated between Landlord and that nonpayment Tenant as of such tax or assessment will not result in expiration date based upon the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary thereinperiods with respect to which such sums are due and payable, and (c) unless expressly provided Landlord shall be entitled to retain such portion as represents amounts due and payable up through such expiration date, and the contrary in balance shall be returned to Tenant. In the Credit Agreement, prior event this Lease is terminated due to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary all sums held by Landlord under this Section 3.2(a) shall make be retained by Landlord. (b) Subject to the following conditions, Tenant shall have the right, at Tenant's sole cost and expense, to contest or object in good faith to any sum Imposition, but such right shall not be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay any such Imposition at the time and in the manner provided in this Section 3.2: (i) Tenant has given prior written notice to Landlord of Tenant's intent so to contest or object to an Imposition; (ii) Tenant shall demonstrate to Landlord's satisfaction that the legal proceedings shall operate conclusively to prevent the sale of the Project, or any part thereof; (iii) if Tenant has not deposited pursuant with Landlord all amounts required to clause be deposited under Section 3.2(a) hereof, Tenant shall furnish evidence reasonably satisfactory to Landlord of Tenant's ability to pay such Impositions which are being contested plus any interest and penalty which may be imposed thereon and which could become a lien against the Project or any part thereof; (iv) no Default or Event of Default has occurred; (v) Tenant covenants and agrees that any increase in Impositions resulting from such contest or objection shall be paid by Tenant upon demand; and (vi) the Premises comprise 100% of the Improvements. (c) above available Subject to any Legal Requirement, Landlord shall use all reasonable efforts to obtain the benefit of any statute or ordinance permitting all real property assessment for such payment); and provided, further, that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall public betterments or improvements to be paid prior to over the date any writ or order is issued under which maximum period of time allowed by the Trust Property may be sold, lost or forfeitedrelevant taxing authority.

Payment of Impositions. Trustor Mortgagor shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, however that Trustor Mortgagor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Mortgaged Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor Mortgagor may in good faith, by appropriate proceedings and upon notice to BeneficiaryMortgagee, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary Mortgagee determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Mortgaged Property or any part thereof or any interest of Beneficiary Mortgagee therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor Mortgagor deposits with Beneficiary Mortgagee an amount determined by Beneficiary 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 Trustor Mortgagor shall promptly cause to be paid 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 (and, subject to BeneficiaryMortgagee's rights and remedies during an Event of Default, Beneficiary Mortgagee shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, further that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Mortgaged Property may be sold, lost or forfeited.

Payment of Impositions. Trustor (a) Mortgagor shall duly pay and dischargedischarge all taxes, assessments and governmental charges or cause levies imposed on it or its income or profit or on any of its property, including the Mortgaged Property, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien upon the property, including the Mortgaged Property (all of the foregoing are hereinafter collectively referred to as the "Impositions"). Mortgagor shall have the right, at Mortgagor's sole cost and expense, to contest in good faith the amount or validity of any such Imposition by proper proceedings timely instituted, and may permit the Impositions so contested to remain unpaid during the period of such contest if (i) Mortgagor has given prior written notice to Mortgagee or Mortgagor's intent so to contest or object to an Imposition, (ii) Mortgagor diligently prosecutes such contest, (iii) such contested Imposition (other than any such Imposition which Mortgagor, with the consent of the Required Lenders (not to be paid and dischargedunreasonably withheld), all Impositions deems to be unmerited an not later than to require the due date thereofsetting aside of any reserves) is included as an expense in the Construction Budget and, or in the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date reasonable opinion of the respective item)Required Lenders, after giving effect to such expense, sufficient funds are projected to be available in the Construction Budget to complete the Facility in accordance with section 7.1 of the Loan Agreement, (iv) during the period of such contest the enforcement of any contested Imposition is effectively stayed; provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing this clause (iv) shall apply to contested income taxes of a Lien against Partner only if the Trust Propertyfailure to pay such tax may then become a lien on the Mortgaged Property or may interfere with the operation of the Facility and (v) in the reasonable opinion of the Required Lenders, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment does not involve any substantial danger of such tax or assessment will not result in the sale, loss, forfeiture or diminution loss of any part of the Trust Property or any part thereof Mortgaged Property, title thereto or any interest of Beneficiary therein, therein and (c) unless expressly provided to does not interfere with the contrary in the Credit Agreement, prior to the earlier operation of the commencement of such contest Facility. Mortgagor will promptly pay or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid any amount adjudged by a court of competent jurisdiction valid, final judgement enforcing any such Imposition and cause the same to be duesatisfied of record. Subject to the foregoing right of Mortgagor to contest any Imposition, within thirty (30) days after the date when an Imposition is due and payable, Mortgagor shall deliver to Mortgagee evidence acceptable to Mortgagee showing payment of such Imposition. If by law any Imposition at Mortgagor's option may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Mortgagor may elect to pay such Imposition in such installments and shall be responsible for the payment of such installments with all interest, costs if any. (b) Expect for the foregoing right of Mortgagor to contest any Imposition, nothing herein otherwise shall affect any right or remedy of Mortgagee under this Mortgage or otherwise, without notice or demand to Mortgagor, to pay any Imposition after the date such Imposition shall have become due and penalties thereonto add to the Indebtedness the amount so paid, promptly after together with interest thereon from the date of such judgment becomes final payment at the Default Rate. Any sums paid by Mortgagee in discharge of any Imposition shall be (andi) a lien on the real Estate secured hereby prior to any right or title to, subject interest in, or claim upon the Real Estate subordinate to Beneficiary's rights the lien of this Mortgage, and remedies (ii) payable on demand together with interest as set forth above. (c) Mortgagor shall not claim, demand or be entitled to receive any credit or credits towards the satisfaction of this Mortgage or on any interest payable thereon for any taxes assessed against the Mortgaged Property or any part thereof, and Mortgagor shall not claim any deduction from the taxable value of the Mortgaged Property by reason of this Mortgage. (d) Upon the occurrence and during the continuance of an Event of Defaultdefault hereunder, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Mortgagee shall be concludedentitled upon notice to Mortgagor to require Mortgagor to pay to Mortgagee on a specified day each month an amount equal to one-twelfth of the annual Impositions reasonably estimated by Mortgages so that Mortgagee shall have sufficient funds to pay the Impositions on the first day of the month preceding the month in which they become due. In such event, the taxes, assessments, interest, costs and penalties shall be paid prior Mortgagor agrees to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.cause all bills,

Payment of Impositions. Trustor (a) Borrower shall duly pay and discharge, or cause to be paid and discharged, all the Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item)same shall become delinquent; provided, however, that Trustor Borrower may, if if, to the extent and in the manner permitted by applicable law and law, (i) pay the Impositions in installments if such installment payment would not create or permit the filing of a Lien lien against the Trust Property, pay Mortgaged Property and (ii) contest the payment of any Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, faith and by appropriate proceedings and upon notice to Beneficiary, contest on the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to following conditions: (A) any such contest contained contests shall be prosecuted diligently and in a manner not prejudicial to the rights, liens and security title of Lender, (B) Borrower shall deposit funds with Lender or obtain a bond in form and substance and with an issuing company satisfactory to Lender in an amount sufficient to cover any amounts which may be owing in the Credit Agreement event the contest may be unsuccessful (Borrower shall make such deposit or obtain such bond, as the case may be, within five (5) days after demand therefor and, if made by payment of funds to Lender, the amount so deposited shall be disbursed in accordance with the resolution of the contest either to Borrower or the adverse claimant), (C) no contest may be conducted and no payment may be delayed beyond the date on which the Mortgaged Property could be sold for nonpayment and (without limiting D) Lender may pay over to the foregoing) so long as (a) taxing authority entitled thereto any or all of the funds at any time when, in the opinion of Lender's counsel, the entitlement of such contest authority to such funds is diligently pursued, established. (b) Beneficiary determinesIn the event of the passage of any federal, state or local law, order, rule or regulation, subsequent to the date hereof, in its any manner changing or modifying the laws now in force governing the taxation of deeds to secure debt, or security agreements, or assignments of leases or debts secured thereby or the manner of collecting such taxes so as to adversely affect Lender, Borrower shall pay any such tax on or before the due date thereof. If Borrower fails to make such prompt payment or if, in the opinion reasonably exercisedof Lender, that any such contest suspends state, federal, municipal, or other governmental law, order, rule or regulation prohibits Borrower from making such payment or would penalize Lender if Borrower makes such payment or if, in the obligation to pay opinion of Lender, the tax and that nonpayment making of such tax or assessment will not payment might result in the saleimposition of interest beyond the maximum amount permitted by applicable law, loss, forfeiture or diminution then the entire balance of the Trust Property or any part thereof or any interest Indebtedness shall, at the option of Beneficiary thereinLender, become immediately due and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedpayable.

Payment of Impositions. Trustor (a) From and after the Commencement Date, Tenant shall duly pay pay, discharge and dischargesatisfy the following charges (the "Impositions") when due: (i) all taxes, assessments (including assessments for benefits from public works or improvements, whether or not begun or completed prior to the Commencement Date and whether or not to be completed within the Term), levies, fees, water and sewer rents and charges, and all other utility and other governmental charges of every kind, general and special, ordinary and extraordinary, together with, subject to the succeeding provisions of this Section 5.01, any interest and penalties thereon, which accrue or are payable during the Lease Term and which are imposed or levied upon or assessed against (A) the Premises or any part thereof, (B) any Basic Rent, Percentage Rent, or cause any Additional Rent reserved or payable hereunder, and (C) this Lease or the leasehold estate hereby created or which arises in respect of the operation, possession, occupancy or use of the Premises; (ii) any gross receipts or similar taxes imposed or levied upon, assessed against or measured by Basic Rent, Percentage Rent, or Additional Rent payable by Tenant hereunder or levied upon or assessed against the Premises; (iii) all sales and use taxes which are levied or assessed against or payable by Landlord and Tenant on account of the acquisition, leasing or use of the Premises or any portion thereof; and (iv) all charges for water, gas, light, heat, telephone, electricity, power and other utilities and communications services rendered or used on or about the Premises. (b) Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, evidence of the payment of all Impositions. In the event that any Imposition levied or assessed against the Premises becomes due and payable during the Term hereof and may legally be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments, Tenant shall have the option to pay such Imposition in installments. Tenant shall request the appropriate taxing and assessing authorities having jurisdiction over the Premises to send directly to Tenant all tax bills, assessments and notices pertaining to the Premises. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to for any such contest contained in tax bills, assessments and notices that are not sent directly to Tenant but are sent to Landlord, Landlord hereby covenants and agrees to forward to Tenant all such tax bills, assessments and notices pertaining to the Credit Agreement and Premises within ten (without limiting the foregoing10) so long as (a) such contest is diligently pursuedbusiness days after Landlord receives same, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the but Tenant's obligation to pay timely any amount that was the tax and that nonpayment subject of such tax or xxxx, assessment will and notice shall not result in the sale, loss, forfeiture or diminution be conditioned upon Landlord's delivery of such item to Tenant within such time period. Without limiting any of the Trust Property or any part thereof or any interest other provisions of Beneficiary thereinthis Lease, from and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary Tenant shall, at Landlord's election, deposit with Landlord on the first day of each month the sum equal to 1/12th of the Impositions assessed against the Premises for the preceding Lease Year, which sums shall make be used by Landlord toward payment of future Impositions. Tenant, on demand, shall pay to Landlord any sum deposited additional funds necessary to pay and discharge the obligations of Tenant pursuant to clause (c) above available the provisions of this Section. The receipt by Landlord of the payment of such Impositions by and from Tenant shall only be as an accommodation to Tenant, any Fee Mortgagee or assessing authorities, and shall not be construed as rent or income to Landlord, Landlord serving, if at all, only as a conduit for such payment); and provided, further, that in any event each such contest shall be concluded, the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeiteddelivery purposes.

Payment of Impositions. Trustor shall duly pay and dischargeSubject to Article XII relating to permitted contests, Lessee will pay, or cause to be paid and dischargedpaid, all Impositions not later than coming due prior to or during the due date thereofTerm, or which relate to any period within the day on which Term or prior to the Term, before any fine, penalty, interest or cost may be added thereto for non-payment (or imposedearlier if required by any taxing authority), such payments to be made directly to the taxing authorities where feasible, and will promptly furnish to Lessor copies of official receipts or the day on which any Lien may be filed for the nonpayment thereof (if other satisfactory proof evidencing such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installmentspayments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the Lessee's obligation to pay Impositions shall be deemed absolutely fixed upon the tax and that nonpayment of date such tax or assessment will not result in Impositions become a lien upon the sale, loss, forfeiture or diminution of the Trust Leased Property or any part thereof thereof. If any 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 Beneficiary thereinsuch 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 Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessee, at its expense, shall, to the extent required or permitted by Legal Requirements, prepare and file all 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, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing, but if such Event of Default has occurred and is continuing (i.e., it has not been cured), such refund shall be paid to 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 Lessor to Lessee. Any such funds retained by Lessor, a provided above, shall be applied as provided in Article 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 returns in such jurisdictions where it must legally so 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 returns, Lessee will provide to Lessor copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessor to file a protest. Lessee may, upon notice to Lessor, at Lessee's option and at Lessee's sole cost and expense, protest, appeal or institute such proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee's sole cost and expense as aforesaid, shall fully cooperate with 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 ae continuing or have been cured); and (c) unless expressly provided 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 contrary 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, protect and hold harmless Lessor in connection with any Impositions that relate to any time prior to or during the Credit AgreementTerm, and Lessee acknowledges and agrees that it will not make claims against, or otherwise look to, Lessor to reimburse Lessee for payments made relating to any period prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedCommencement Date.

Payment of Impositions. Subject to the provisions of paragraph 11.14 herein, Trustor shall duly will pay and discharge, or cause to be paid and discharged, all the Impositions not later than the due earlier of the date thereofsame becomes delinquent, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, imposed or the day on which any Lien lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment payments would not create or permit the filing of a Lien lien against the Trust Mortgaged Property, pay the Impositions in installmentsinstallments whether or not interest shall accrue on the unpaid balance of such Impositions. Notwithstanding the foregoing, Trustor may in good faith, in lieu of paying such Impositions as they become due and payable, by appropriate proceedings and upon notice to Beneficiaryproceedings, contest the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any validity thereof. During such contest contained Trustor shall not be deemed in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment default hereunder because of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreementnonpayment if, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with furnishes Beneficiary an amount determined by Beneficiary to be adequate to cover the payment of indemnity bond, conditioned that such tax or assessment with interest, cost and penalties be paid as herein stipulated, secured by a deposit in cash or security acceptable to Beneficiary or with surety acceptable to Beneficiary, in the amount of the tax or assessment being contested by Trustor and a reasonable additional sum to cover pay all possible interestcosts, costs interest and penalties; provided, however, that penalties imposed or incurred in connection therewith. Upon conclusion of such contest Trustor shall promptly cause to be paid pay any amount adjudged by a court of competent jurisdiction to be due, with all interestcosts, costs penalties and penalties thereon, promptly after interest thereon prior to the date such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date or any writ or order is issued under which the Trust Mortgaged Property may be sold, lost or forfeitedsold pursuant to such judgment.

Payment of Impositions. Trustor shall duly (a) Tenant shall, before interest or penalties are due thereon, pay and dischargedischarge all taxes (including real and personal property, or cause to be paid franchise, sales, gross receipts and dischargedrent taxes), all Impositions not later than charges for any easement or agreement maintained for the due date thereofbenefit 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 any 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, (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 day on which any fine, penalty, interest or cost may be added thereto or imposedRent, 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 day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item"Impositions"); provided, howeverthat nothing herein shall obligate Tenant to pay (A) income, that Trustor mayexcess 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 permitted it were in effect, would be payable by applicable law Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (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. If any Imposition may be paid 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 if such installment payment would not create or permit payable during the filing 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 a Lien against the Trust Property, pay all settlements and notices pertaining to the Impositions in installments. Notwithstanding which may be issued by any 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 foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement due date thereof and (without limiting the foregoing3) so long as receipts for payment of all other Impositions within ten (a10) such contest is diligently pursued, days after Landlord's request therefor. (b) Beneficiary determinesFollowing the occurrence of an Event of Default , or if Landlord is required by a Lender to pay into escrow funds necessary to pay Escrow Charges, 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 its opinion reasonably exercised, that such contest suspends the obligation a escrow account an amount sufficient to pay the tax Escrow Charges (as hereinafter defined) as they become due. As used herein, "Escrow Charges" shall mean real estate taxes and that nonpayment of such tax assessments on or assessment will not result with respect to the Leased Premises or payments in lieu thereof and premiums on any insurance required by this Lease and any reserves for capital improvements, deferred maintenance or repair required by any Lender. Landlord shall reasonably determine the sale, loss, forfeiture or diminution amount of the Trust Property or Escrow Charges (it being agreed that if required by a Lender, such amount shall equal any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary corresponding escrow installments required to be adequate paid by Landlord) and the amount of each Escrow Payment. As long as the Escrow Payments are being held by Landlord the Escrow Payments shall not be 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 cover pay Escrow Charges. Landlord shall apply the Escrow Payments to the payment of the Escrow Charges in such tax order or assessment and a reasonable additional sum priority as Landlord shall determine or as required by law. If at any time the Escrow Payments theretofore paid to cover possible interest, costs and penalties; provided, however, that Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Landlord shall be concludedinsufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord's demand therefor, shall pay the taxes, assessments, interest, costs and penalties shall be paid prior amount of the deficiency to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedLandlord.

Payment of Impositions. Trustor shall duly pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long Except as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless otherwise expressly provided to the contrary in the Credit AgreementSection 6.3 hereof, prior and subject in all respects to the earlier provisions of Section 6.2, Tenant shall pay (before any fee, cost, penalty, interest or other cost may be added thereto for non-payment), as Additional Rent, throughout the Term, directly to the appropriate taxing or other Governmental Authorities having jurisdiction, before same become delinquent, all real estate taxes (including the Margin Tax), assessments, special assessments (including all amounts payable pursuant to the Cooperative Agreement), water and sewer charges or rents, vault charges, inspection and permit fees, business improvement district fees, governmental and quasi-governmental district charges, margin taxes, franchise taxes, gross receipt taxes, and all other taxes and governmental or quasi-governmental charges, general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind or nature whatsoever, whether similar or dissimilar, levied or imposed upon or relating to, or a lien against, all or part of the commencement Property Portfolio or Landlord’s or Tenant’s interest in this Lease, or arising from or levied against the ownership, leasing, operation, use, occupancy or possession of such contest all or the delinquency date part of the asserted tax or assessmentProperty Portfolio, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 or like charges in connection therewith (and, subject to Beneficiary's rights and remedies during an Event all of Default, Beneficiary 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 which taxes, assessments, charges, fees, interest, costs penalties or like charges are sometimes hereinafter referred to collectively as “Impositions” and penalties individually as “Imposition”). Upon Landlord’s request, Tenant shall submit to Landlord the copies of official receipts, or other proof reasonably satisfactory to Landlord, showing the payment thereof within ten (10) Business Days following such request. Any refund with respect to Impositions paid by Tenant and any interest accrued thereon shall be paid the property of Tenant. If by law any Imposition is or may be payable, at the option of the taxpayer, in installments, Tenant may pay such Imposition in installments (with any accrued interest due and payable on the unpaid balance of the Imposition) and shall pay each such installment before the first day on which the same would become delinquent (if not paid). Upon Landlord’s request, Tenant shall submit to Landlord the copies of official receipts, or other proof reasonably satisfactory to Landlord, showing the payment thereof within ten (10) Business Days following such request. Impositions, whether or not a lien upon any part of the Property Portfolio, shall be apportioned between Landlord and Tenant at the expiration or sooner termination of the Term, so that Tenant shall pay only the portion of such Impositions which are allocable to the Term (whether payable prior to or after the date expiration of the term of this Lease). The certificate, advice or xxxx of the appropriate official, designated by law to make or issue the same or to receive payment of any writ or order is issued under which the Trust Property Imposition, may be soldrelied upon by Landlord as prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, lost advice or forfeitedxxxx. “Margin Tax” means any taxes imposed under Chapter 171 of the Texas Tax Code, as the same may be amended or modified from time to 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. Tenant shall use commercially reasonable efforts to obtain a consent and/or acknowledgement to the sale of the Premises to Landlord (which sale does not include an assignment of the Cooperative Agreement) from Lake County Port Authority, City of Mentor, Ohio and Lake County Communities Energy Special Improvement District within thirty (30) days after the Commencement Date.

Payment of Impositions. Trustor shall duly Mortgagor will pay when due and dischargebefore any penalty or interest attaches because of delinquency in payment, all taxes, installments of assessments, water charges, sewer charges, and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or cause charged against or constituting a lien on the Premises or any interest therein or the Indebtedness (hereinafter collectively referred to as the "Impositions"); and will upon demand furnish to Mortgagee proof of the payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid and discharged, all Impositions not later than the due date thereofby Mortgagor, or changing in any way the day laws relating to the taxation of mortgages or debts secured by mortgages or a mortgagee's interest in mortgaged premises, so as to impose such Imposition on which Mortgagee or on the interest of Mortgagee in the Premises, then, in any finesuch event, penaltyMortgagor shall bear and pay the full amount of such Imposition, interest or cost may provided that if for any reason payment by Mortgagor of any such Imposition would be added thereto or imposedunlawful, or if the day on payment thereof would constitute usury or render the Indebtedness wholly or partially usurious, Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due and payable, or Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness unlawful or usurious, in which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, event Mortgagor shall concurrently therewith pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings remaining lawful and upon notice to Beneficiary, contest the validity, applicability non-usurious portion or amount balance of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsaid Imposition.

Payment of Impositions. Trustor (a) Borrower shall duly pay and discharge, or cause to be paid and discharged, all the Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item)same shall become delinquent; provided, however, that Trustor Borrower may, if if, to the extent and in the manner permitted by applicable law and law, (i) pay the Impositions in installments if such installment payment would not create or permit the filing of a Lien lien against the Trust Property, pay Mortgaged Property and (ii) contest the payment of any Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, faith and by appropriate proceedings and upon notice to Beneficiary, contest on the validity, applicability or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to following conditions: (A) any such contest contained contests shall be prosecuted diligently and in a manner not prejudicial to the rights, liens and security title of Lender, (B) Borrower shall deposit funds with Lender or obtain a bond in form and substance and with an issuing company satisfactory to Lender in an amount sufficient to cover any amounts which may be owing in the Credit Agreement event the contest may be unsuccessful (Borrower shall make such deposit or obtain such bond, as the case may be, within five (5) days after demand therefor and, if made by payment of funds to Lender, the amount so deposited shall be disbursed in accordance with the resolution of the contest either to Borrower or the adverse claimant), (C) no contest may be conducted and no payment may be delayed beyond the date on which the Mortgaged Property could be sold for nonpayment and (without limiting D) Lender may pay over to the foregoing) so long as (a) taxing authority entitled thereto any or all of the funds at any time when, in the opinion of Lender’s counsel, the entitlement of such contest authority to such funds is diligently pursued, established. (b) Beneficiary determinesIn the event of the passage of any federal, state or local law, order, rule or regulation, subsequent to the date hereof, in its any manner changing or modifying the laws now in force governing the taxation of deeds to secure debt, or security agreements, or assignments of leases or debts secured thereby or the manner of collecting such taxes so as to adversely affect Lender, Borrower shall pay any such tax on or before the due date thereof. If Borrower fails to make such prompt payment or if, in the opinion reasonably exercisedof Lender, that any such contest suspends state, federal, municipal, or other governmental law, order, rule or regulation prohibits Borrower from making such payment or would penalize Lender if Borrower makes such payment or if, in the obligation to pay opinion of Lender, the tax and that nonpayment making of such tax or assessment will not payment might result in the saleimposition of interest beyond the maximum amount permitted by applicable law, loss, forfeiture or diminution then the entire balance of the Trust Property or any part thereof or any interest Indebtedness shall, at the option of Beneficiary thereinLender, become immediately due and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedpayable.

Payment of Impositions. Trustor Subject to the right to contest described in this Agreement, Audubon shall duly pay pay, prior to delinquency, all ad valorem or real estate taxes and dischargeassessments (ordinary and extraordinary, unforeseen and foreseen), personal property taxes, water rents, sewer and other charges, excise tax, value added tax, use and occupancy tax, sales tax, vault tax, amusement tax and other taxes, duties and charges, fees or payments imposed by a governmental, quasi-governmental, or cause public authority, payments in lieu of any of the foregoing, whether or not expressly so designated, fines, penalties and other similar or like governmental charges applicable to any of the foregoing, and any interest or costs with respect thereto which are imposed, assessed, levied, or become due or payable or become a charge or lien upon, or arise in connection with the ownership, lease, use, occupancy or possession of the Property or the Improvements thereto (all of the foregoing being herein collectively referred to as "Impositions") during the Term. All payments of or with respect to the Impositions shall be fully and promptly made or caused to be made by Audubon directly to the respective authorities to whom such payments are due or payable. If an Imposition may be paid in installments (whether or not interest shall accrue on the unpaid balance of the Imposition), Audubon may exercise the option to pay the Imposition (and dischargedany accrued interest on the unpaid balance of the Imposition) in installments and, in such event, shall pay the installments as they become due during the Term of this Agreement. Audubon shall furnish to the City evidence of payment of Impositions within thirty (30) days after the date an Imposition is due and payable. To the extent applicable, all Impositions not later than the due date thereof, or the day on which any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date first and last years of the respective item); provided, however, Term of this Agreement shall be apportioned between the City and Audubon so that Trustor may, if permitted by applicable law Audubon shall pay and if bear only such installment payment would not create or permit the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long portion thereof as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided relates to the contrary in period within the Credit Term of this Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeited.

Payment of Impositions. Trustor shall duly Tenant covenants and agrees to pay and discharge, or cause during the Term directly to be paid and discharged, all Impositions not later than the due date thereof, or the day on which applicable authority before any fine, penalty, interest or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (if such day is used including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to determine which the due date Demised Premises are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the respective itemDemised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the Term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. Within ten (10) days after receipt, Landlord shall deliver to Tenant any Imposition bill xx statement sent by the pertinent governmental agency or utility to Landlord. Tenant shall be able to take advantage of all applicable discounts for early payment of Impositions. Neither the Impositions nor any other charge passed onto Tenant shall ever include any (i) profit, income, revenue or similar tax upon the income of Landlord or any franchise, excise, corporate, estate, partnership, inheritance, succession, capital levy, transfer, documentary or similar tax of Landlord, or (ii) any charge, fee or amount due and payable in connection with the design, development or construction of the Demised Premises, including without limitation impact fees; utility connection, inspection or impact fees; and building fees. Tenant shall pay all special (or similar) assessments for public improvements or benefits which, during the Term shall be laid, assessed, levied or imposed upon or become payable or become a lien upon the Demised Premises, or any portion thereof, provided, however, that Trustor mayif by law any special assessment is payable (without default) or, if permitted by applicable law at the option of the owner, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment, in installments as the same respectively become payable and if before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment payment would not create and the interest thereon. Tenant shall pay all special assessments or permit installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the filing Demised Premises, or any portion thereof, which are due and payable during the Term. Landlord shall pay all installments of a Lien against special assessments (including interest accrued on the Trust Property, pay unpaid balance) which are payable prior to the Impositions in installments. Notwithstanding commencement and after the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability expiration or amount of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution sooner termination of the Trust Property Term. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any part thereof or any interest portion thereof, which pertain to the Term. Landlord shall pay all real estate taxes which pertain to the period prior to the commencement of Beneficiary therein, and (c) unless expressly provided the Term. Any provision herein to the contrary in notwithstanding, Landlord shall pay that portion of the Credit Agreement, real estate taxes and installments of special assessments attributable to the Demised Premises prior to and after the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under Term which the Trust Property may be soldnumber of days in said years not within the Term bears to 365, lost or forfeitedand Tenant shall pay the balance of said real estate taxes and installments of special assessments during said years.

Payment of Impositions. Trustor shall duly Lessee will pay and discharge, or cause to be paid and discharged, all Impositions not later than the due date thereof, or the day on which before any fine, penalty, interest or cost may be added thereto for non-payment, and Lessee will promptly, upon request, furnish to Lessor copies of official receipts or imposedother satisfactory proof evidencing such payments. If any such Imposition may, or at the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date option of the respective itemtaxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit Lessee may exercise the filing of a Lien against the Trust Property, pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation option to pay the tax same (and that nonpayment any accrued interest on the unpaid balance of such tax or assessment will not result Imposition) in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (installments and, subject to Beneficiary's rights in such event, Lessee shall pay such installments during the Term hereof as the same respectively become due and remedies during an Event before any fine, penalty, premium, further interest or cost may be added thereto. Refunds of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties Impositions paid by Lessee shall be paid prior to or retained by Lessee. Lessor shall remit promptly to Lessee any refunds of Impositions received by Lessor. Lessor and Lessee shall, upon request of the date any writ or order other, provide such data as is issued under which maintained by the Trust party to whom the request is made with respect to each Leased Property as may be soldnecessary to prepare any required returns and reports. Lessor and Lessee will each provide the other, lost upon request, with cost and depreciation records in its possession that are reasonably necessary for filing returns for any property classified as personal property. Lessee may, at Lessee's sole cost and expense, protest, appeal or forfeitedinstitute such other proceedings as Lessee may deem appropriate to effect a reduction of Impositions, and Lessor shall cooperate with Lessee in such protest, appeal or other action. Lessee shall reimburse Lessor for Lessor's direct costs of cooperating with Lessee with respect to such protest, appeal or other action and shall indemnify, defend and hold Lessor harmless against any expense or loss as a result thereof. The foregoing shall not be construed as indemnifying Lessor against its own grossly negligent acts or omissions or willful misconduct.

Payment of Impositions. Trustor (a) Tenant shall duly pay and dischargedischarge when due all taxes of every kind and nature (including, without limitation, all real and personal property, franchise, withholding, sales, hotel occupancy, profits and gross receipts taxes), all charges for any easement or agreement maintained for the benefit of any portion of the Project, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges and all other public charges, levies or taxes, whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed of or against Landlord with respect to the Project, Tenant or any portion of the Project or interest therein, together with any penalties or interest on any of the foregoing (all of the foregoing are hereinafter collectively referred to as the "Impositions"). It is expressly understood and agreed that the Lease is a triple net lease and all taxes expressly including, but not limited to, the Michigan Single Business Tax, but not including any fees required to be paid by Landlord in order for Landlord to maintain its organizational existence or qualification to do business in certain states as required, the net income and employee unemployment and withholding taxes of Landlord, shall be paid by Tenant. Tenant will provide Landlord with copies of all bills and other demands evidencing Impositions promptly following Tenant's receipt of the same and Tenant shall deliver to Landlord (i) copies of receipted bills and cancelled checks evidencing payment of such Imposition if it is a real estate tax or other public charge, and (ii) evidence acceptable to Landlord showing the payment of any other such Imposition. (b) Tenant shall have the right, at Tenant's sole cost and expense, to contest or object to an Imposition in good faith, but such right shall not be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay any such Imposition at the time and in the manner provided in this Section 3.3, unless (i) Tenant has given prior written notice to Landlord of Tenant's intent so to contest or object to an Imposition, (ii) Tenant shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Project or any part thereof; (iii) Tenant shall have furnished to Landlord a cash deposit, or an indemnity bond satisfactory to Landlord with a surety satisfactory to Landlord, in the amount of the Imposition, plus a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith, to assure payment of the matters under contest and to prevent any sale or forfeiture of the Project or any part thereof; (iv) Tenant shall promptly pay upon final determination thereof the amount of any such Imposition so determined, together with all costs, interests and penalties which may be payable in connection therewith; (v) notwithstanding the foregoing, Tenant shall immediately upon the request of Landlord pay (and if Tenant shall fail to do so, Landlord may, but shall not be required to, pay or cause to be paid discharged or bonded against) any such Imposition under protest notwithstanding such contest, if in the reasonable opinion of Landlord, the Project shall be in jeopardy or in danger of being forfeited or foreclosed; and discharged(vi) no Event of Default has occurred and is continuing. Landlord may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, all Impositions in the judgment of Landlord, the entitlement of such claimant is established after Landlord has first requested in writing that Tenant pay such amount and Tenant does not later than the due date thereofprovide evidence of payment within five (5) business days thereafter. Tenant shall indemnify, defend and save Landlord harmless against any loss, cost, expense or the day on which any finedamage arising from such contest and shall, penaltyif necessary to prevent a sale or other loss or damage to Landlord, interest pay such tax, assessment or cost charge under protest and take such other steps as may be added thereto necessary in Landlord's determination to prevent any sale or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date loss of the respective item); providedProject. Subject to the foregoing, however, that Trustor may, if permitted by applicable law and if Landlord shall so request, within twenty (20) days after the date when an Imposition is due and payable Tenant shall deliver to Landlord evidence acceptable to Landlord showing the payment of such installment payment would Imposition. (c) Landlord shall have the right, on notice to or demand upon Tenant, to pay any Imposition not create or permit paid by Tenant after the filing date such Imposition shall have become due (subject to Tenant's right to contest such Imposition as provided in Section 3.3(b) hereof), and nothing herein contained shall affect such right and such remedy. Any sums paid by Landlord in discharge of any Impositions shall be treated as Additional Rent. (d) Upon the occurrence of an Event of Default under this Lease, Tenant, upon Landlord's request, shall deposit with Landlord monthly (as a Lien against deposit and not a payment) an amount equal to one-twelfth of the Trust Property, annual Impositions reasonably estimated by Landlord so that Landlord shall have sufficient funds to pay the Impositions on the first day of the month preceding the month in installmentswhich they become due. In such event Tenant further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Landlord. Upon receipt of such bills, statements or other documents, and provided Tenant has deposited sufficient funds pursuant to this Section 3.3(d), Landlord shall pay such amounts as may be due thereunder, in a manner so as to take advantage of the maximum discount available, out of the funds so deposited. If at any time and for any reason the funds deposited with Landlord are or will be insufficient to pay such amounts as may then or subsequently be due, Landlord shall notify Tenant and Tenant shall immediately deposit an amount equal to such deficiency with Landlord. Notwithstanding the foregoing, Trustor nothing contained herein shall cause Landlord to be obligated to pay any amounts in excess of the amount of funds deposited pursuant to this Section 3.3(d). Landlord shall keep such deposits in a segregated account and shall not commingle said funds with Landlord's own funds. In the event Landlord's Net Worth decreases below $90,000,000, then Tenant shall deposit such funds with a bank or financial institution or other escrow agent selected by Landlord and Tenant, with the consent of Landlord's lender, if such funds have not already been deposited by Landlord with a bank, financial institution or other escrow agent (the "Reserve Agent") to administer the deposit account in accordance with the terms of this Section 3.3(d). All such deposits shall be invested in Qualified Investments. Any earnings on deposits shall remain in the account. If amounts collected by Landlord under this Section 3.3(d) together with earnings thereon exceed amounts necessary in order to pay Impositions, the excess amounts shall be retained in the account and Tenant shall receive a credit for such excess amount toward the next payments due for such Impositions. Except as a result of their gross negligence or willful misconduct, neither Landlord nor any of its officers, directors, shareholders or employees shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith. Landlord may rely on all certificates, documents and other proofs delivered to it as to the facts therein disclosed and the statements therein made, with respect to such investments, and any such certificate, document or other proof shall be evidence of such facts to protect Landlord in good faithany action that it may or may not take, or in respect of anything it may or may not do, by appropriate proceedings and upon notice reason of the supposed existence of such fact. Should Tenant fail to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation deposit with Landlord sums sufficient to pay such Impositions in full at least thirty (30) days before delinquency thereof after notice from Landlord as hereinabove provided, such failure shall constitute an Event of Default hereunder and Landlord may, at Landlord's election, but without any obligation so to do, advance any amounts required to make up the tax and that nonpayment of such tax deficiency, which advances, if any, shall be treated as Additional Rent. Upon expiration or assessment will not result in the sale, loss, forfeiture or diminution any earlier termination of the Trust Property or any part thereof or any interest of Beneficiary thereinLease Term, and (c) unless expressly provided except in case of termination due to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (cthe sums held by Landlord under this Section 3.3(d) above available for such payment); and provided, further, that in any event each such contest shall be concludedallocated between Landlord and Tenant as of such expiration or termination date based upon the periods with respect to which such sums are due and payable, and Landlord shall be entitled to retain such portion as represents amounts due and payable up to such termination or expiration date, and the balance shall be returned to Tenant. (e) In compliance with Landlord's Net Worth requirement, on the Commencement Date and within 120 days after the end of each fiscal year beginning with the fiscal year ending December 31, 1998, the taxesLandlord shall deliver to the Tenant a copy of its annual audited financial statements which have been audited by a nationally recognized firm of independent public accountants. Such financial statements shall include a balance sheet, assessmentsincome statement, intereststatement of retained earnings, costs statement of stockholder's equity and penalties statement of cash flows and shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedin comparative form.

Payment of Impositions. Trustor shall duly Except as provided in Section 3, the Mortgagor will pay when due and dischargebefore any penalty attaches all taxes, installments of assessments, water charges, sewer charges and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or cause charged against or constituting a lien on the Mortgaged Property or any interest therein or the Indebtedness (hereinafter referred to as the “Impositions”) and will upon demand furnish to the Mortgagee proof of payment of any such Impositions. In the event of a court decree or an enactment after the date hereof by any legislative authority of any law imposing upon a mortgagee the payment of the whole or any part of the Impositions herein required to be paid by Mortgagor, or changing in any way the laws relating to the taxation of mortgages or debts secured by mortgages or any mortgagee’s interest in mortgaged property, so as to impose such Imposition on the Mortgagee or on the interest of the Mortgagee in the Mortgaged Property, then, in any such event, the Mortgagor shall bear and dischargedpay the full amount of such Imposition, all Impositions not later than provided that if for any reason payment by the Mortgagor of any such Imposition would be unlawful, or if the payment thereof would constitute usury or render the Indebtedness wholly or partially usurious, the Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due date thereofand payable, without prepayment premium, or the day on Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness unlawful or usurious, in which any fine, penalty, interest or cost may be added thereto or imposed, or event the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item); provided, however, that Trustor may, if permitted by applicable law and if such installment payment would not create or permit the filing of a Lien against the Trust Property, Mortgagor shall currently therewith pay the Impositions in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings remaining lawful and upon notice to Beneficiary, contest the validity, applicability non-usurious portion or amount balance of any asserted tax or assessment, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary 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 taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedsaid Imposition.

Payment of Impositions. Trustor shall duly pay Subject to Article V relating to permitted contests, the Borrower Parties, jointly and dischargeseverally, will pay, or cause to be paid and dischargedpaid, all Impositions not later than the due date thereof, or the day on which prior to delinquency and before any fine, penalty, interest or cost may be added thereto for non-payment, such payments to be made directly to the taxing or imposedassessing authorities (except in the case of escrows and deposits required to be paid to MPT as provided in this Agreement), and the Borrower Parties will promptly, upon request, furnish to MPT copies of official receipts or other satisfactory proof evidencing such payments. The Borrower Parties’ obligation to pay such Impositions shall be deemed absolutely fixed upon the day date such Impositions become a lien (other than inchoate liens) upon the Collateral or any part thereof. If any such Imposition may lawfully be paid in installments (whether or not interest shall accrue on which the unpaid balance of such Imposition), the Borrower Parties may exercise the option to pay the same (and any Lien may be filed for accrued interest on the nonpayment thereof unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Loan Term (if such day is used subject to determine the due date Borrower Parties’ right of contest pursuant to Article V. The Borrower Parties, at their sole, joint and several expense, shall, to the respective item); provided, however, that Trustor may, if extent permitted by applicable law laws and if such installment payment would not create or permit the filing of a Lien against the Trust Propertyregulations, pay the Impositions prepare and file all other tax returns and reports in installments. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, contest the validity, applicability or amount respect of any asserted tax or assessmentImposition as may be required by Governmental Entities. If any refund shall be due from any taxing authority in respect of any Imposition paid by the Borrower Parties, subject to any more restrictive provisions applicable to any such contest contained in the Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the obligation to pay the tax and that nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Trust Property or any part thereof or any interest of Beneficiary therein, and (c) unless expressly provided to the contrary in the Credit Agreement, prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary 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 Trustor same shall promptly cause to be paid any amount adjudged over to or retained by a court the Borrower Parties if no Event of competent jurisdiction Default shall have occurred hereunder and be continuing. Any such funds retained by MPT due to be due, with all interest, costs and penalties thereon, promptly after such judgment becomes final (and, subject to Beneficiary's rights and remedies during an Event of Default, Beneficiary shall make any sum deposited pursuant to clause (c) above available for such payment); and provided, further, that in any event each such contest Default shall be concludedapplied as provided in Section 13.5. MPT and the Borrower Parties shall, upon request of the other, provide such data as is maintained by the parties to whom the request is made with respect to the Collateral as may be necessary to prepare any required returns and reports. After obtaining written approval from MPT, which approval shall not be unreasonable withheld, the taxesBorrower Parties may, assessmentsat the Borrower Parties’ sole cost and expense, interestprotest, costs appeal, or institute such other proceedings as the Borrower Parties may deem appropriate to effect a reduction of real estate or personal property assessments and penalties MPT, at the Borrower Parties’ expense as aforesaid, shall be paid prior to fully cooperate with the date any writ Borrower Parties in such protest, appeal, or order is issued under which the Trust Property may be sold, lost or forfeitedother action.

Payment of Impositions. Trustor Tenant shall duly pay and dischargepay, or cause to be paid and dischargedas Additional Rent, all Impositions not later than that may be levied or become a lien on the due date thereofLeased Property or any part thereof at any time (whether prior to or during the Term), or the day on which without regard to prior ownership of said Leased Property, before any fine, penalty, interest interest, or cost may be added thereto or imposed, or the day on which any Lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item)incurred; provided, however, that Trustor mayTenant may contest any Imposition in accordance with §3.7. Tenant shall deliver to Landlord [i] not more than five days after the due date of each Imposition, if permitted by applicable law copies of the invoice for such Imposition and if 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 installment payment would not create or permit the filing other proof of a Lien against the Trust Property, pay the Impositions in installmentspayment satisfactory to Landlord. Notwithstanding the foregoing, Trustor may in good faith, by appropriate proceedings and upon notice to Beneficiary, 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 Credit Agreement and (without limiting the foregoing) so long as (a) such contest is diligently pursued, (b) Beneficiary determines, in its opinion reasonably exercised, that such contest suspends the Tenant's obligation to pay such Impositions shall be deemed absolutely fixed upon the tax and that nonpayment of date such tax or assessment will not result in Impositions become a lien upon the sale, loss, forfeiture or diminution of the Trust Leased Property or any part thereof or thereof. Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any interest Imposition as may be required by governmental authorities. Tenant shall be entitled to any refund due from any taxing authority if no Event of Beneficiary therein, Default shall have occurred hereunder and (c) unless expressly provided be continuing and if Tenant shall have paid to the contrary in the Credit Agreement, prior Escrow Agent all Impositions due and payable to the earlier such taxing authority as of the commencement of such contest or the delinquency date of the asserted tax or assessment, Trustor deposits with Beneficiary an amount determined by Beneficiary refund. Landlord shall be entitled 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 Trustor shall promptly cause to be paid 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 (and, subject to Beneficiary's rights and remedies during refund from any taxing authority if an Event of Default, Beneficiary shall make any sum deposited pursuant Default has occurred and is continuing. Any refunds retained by Landlord due to clause (c) above available for such payment); and provided, further, that in any event each such contest an Event of Default shall be concludedapplied as provided in §8.8. Landlord and Tenant shall, upon request of the taxesother, assessmentsprovide 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, interestTenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Landlord, costs to the extent it possesses the same, and penalties Tenant, 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 Landlord is legally required to file personal property tax returns, Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest. Tenant may, upon notice to Landlord, at Tenant's option and 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 fully cooperate with Tenant in such protest, appeal, or other action. Tenant shall reimburse Landlord for all personal property taxes paid by Landlord within 30 days after receipt of xxxxxxxx accompanied by copies of a xxxx therefor and payments thereof which identify the personal property with respect to which such payments are made. Impositions imposed in respect to the tax-fiscal period during which the Term terminates shall be paid prior adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed before or after such termination, and Tenant's obligation to the date any writ or order is issued under which the Trust Property may be sold, lost or forfeitedpay its prorated share thereof shall survive such termination.