Common use of Taxes and Impositions Clause in Contracts

Taxes and Impositions. (a) Subject to paragraph (c) of this Section 5.13, the Borrower agrees to pay, prior to delinquency, all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, which are assessed or imposed upon the Project, or become due and payable, and which create, may create or appear to create a lien upon the Project, or any part thereof, or upon any personal property, equipment or other facility used in the operation or maintenance thereof (all of which taxes, assessments and other governmental and non-governmental charges of like nature are hereinafter referred to as “impositions”); provided, however, that if, by law, any such Imposition is payable, or may at the option of the taxpayer be paid, in installments, the Borrower may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same become due and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and interest. Payments made by the Trustee on behalf of the Borrower from funds held under the Indenture in the Insurance and Tax Escrow Fund shall, to the extent of such payments, discharge the Borrower’s obligations hereunder. (b) If at any time after the date hereof there shall be assessed or imposed (i) a tax or assessment on the Project in lieu of or in addition to the Impositions payable by the Project pursuant to subparagraph (a) hereof or (ii) a license fee, tax or assessment imposed on the Trustee and measured by or based, in whole or in part, upon the amount of the outstanding Series 2012 Bonds, then all such taxes, assessments or fees shall be deemed to be included within the term “Impositions,” as defined in subparagraph (a) hereof, and the Borrower shall pay and discharge the same as herein provided with respect to the payment of Impositions. (c) Subject to the applicable state law provisions, the Borrower shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate legal proceedings, but this shall not be deemed or construed in any way as relieving, modifying, or extending the Borrower’s covenant to pay any such Imposition at the time and in the manlier provided in this Section 5.13, unless the Borrower has given prior written notice to the Trustee of the Borrower’s intent to so contest or object to an Imposition, and unless, at the Trustee’s sole option, (i) the Borrower shall demonstrate to the Trustee’s satisfaction that the legal proceedings shall conclusively operate to prevent the sale of the Project, or any part thereof, to satisfy such Imposition prior to final determination of such proceedings; (ii) the Borrower shall furnish a good and sufficient bond or surety as requested by and satisfactory to the Trustee; or (iii) the Borrower shall have provided a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of such proceedings. (d) The Borrower shall deposit with the Trustee amounts sufficient to pay the annual Impositions as set forth in the Project Budget to be next due on the Project, in accordance with the provisions of the Indenture. The Borrower further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to the Trustee. Upon receipt of such bills, statements or other documents, and provided the Borrower has deposited sufficient funds pursuant to this Section 5.13(d), the Trustee shall, so long as no Event of Default has occurred, pay such amounts as may be due thereunder out of the funds so deposited. If at any time and for any reason the funds so deposited are or will be insufficient to pay such amounts as may then or subsequently be due, the Trustee shall notify the Borrower, and the Borrower shall immediately deposit an amount equal to such deficiency with, or as directed by, the Trustee. If the Borrower fails to deposit sums sufficient to fully pay such Impositions at least 30 days before delinquency thereof, the Trustee may, at the Trustee’s election, but without any obligation to do so, advance any amounts required to make up the deficiency, which advances, if any, shall be secured by the Mortgage and shall be repayable to the Trustee as herein elsewhere provided. (e) The Borrower covenants and agrees not to suffer, permit or initiate the joint assessment of the real and personal property or any other procedure whereby the lien of the real property taxes and the lien of the personal property taxes shall be assessed, levied or charged to the Mortgaged Property as a single lien.

Taxes and Impositions. (a) Subject to paragraph (c) of this Section 5.13, the Borrower agrees to pay, prior to delinquency, To pay all real property taxes and assessments, general and special, and all other taxes and assessments or payments in lieu of taxes of any kind or nature whatsoever, which are assessed including without limitation non-governmental levies or imposed upon the Projectassessments such as maintenance charges, owner association dues or become due and payablecharges or fees, and levies or charges resulting from covenants, together with any other charge or similar payment which create, may create or appear to create or could create a lien upon the ProjectMortgaged Property or the Improvements, or any part thereof, or upon any personal propertyof Mortgagor's Personal Property, equipment or other facility facilities used in the operation or maintenance thereof (all of which taxes, assessments and other governmental and non-governmental charges of like nature are hereinafter referred to as “impositions”"Impositions"); provided, however, that so long as no Event of Default has occurred if, by law, any such Imposition is payable, or may at the option of the taxpayer may be legally paid, in installmentsinstallments without delinquency, the Borrower interest or penalty, Mortgagor may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same become due and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and interest. Payments made by the Trustee on behalf of the Borrower from funds held under the Indenture in the Insurance and Tax Escrow Fund shall, to the extent of such payments, discharge the Borrower’s obligations hereunder. (b) If That if at any time after the date hereof there shall be assessed or imposed by any Law now or hereafter enacted (i) a tax or assessment on the Project Mortgaged Property in lieu of or in addition to the Impositions payable by the Project Mortgagor pursuant to subparagraph clause (a) hereof of this Section 2.08, or (ii) a license fee, mercantile, business privilege or any other tax or assessment imposed on the Trustee Mortgagee and measured by or based, based in whole or in part, part upon the amount of the outstanding Series 2012 Bondsobligations secured hereby, then (all such taxes, assessments or fees shall be deemed to be included within the term “"Impositions,” " as defined in subparagraph clause (a) hereofof this Section 2.08), and the Borrower Mortgagor shall fail to pay and discharge the same as herein provided with respect to the payment of Impositions. (c) Subject to the applicable state law provisions, the Borrower shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate legal proceedings, but this shall not be deemed or construed in any way as relieving, modifying, or extending the Borrower’s covenant to pay any such Imposition at the time and in the manlier provided in this Section 5.13, unless the Borrower has given prior written notice to the Trustee of the Borrower’s intent to so contest or object to an Imposition, and unless, at the Trustee’s sole option, (i) the Borrower shall demonstrate to the Trustee’s satisfaction that the legal proceedings shall conclusively operate to prevent the sale of the Project, or any part thereof, to satisfy such Imposition prior to final determination of such proceedings; (ii) the Borrower shall furnish a good and sufficient bond or surety as requested by and satisfactory to the Trustee; or (iii) the Borrower shall have provided a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of such proceedings. (d) The Borrower shall deposit with the Trustee amounts sufficient to pay the annual Impositions as set forth in the Project Budget to be next due on the Project, in accordance with the provisions of the Indenture. The Borrower further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to the Trustee. Upon receipt of such bills, statements or other documents, and provided the Borrower has deposited sufficient funds pursuant to this Section 5.13(d), the Trustee shall, so long as no Event of Default has occurred, pay such amounts as may be due thereunder out of the funds so deposited. If at any time and for any reason the funds so deposited are or will be insufficient to pay such amounts as may then or subsequently be due, the Trustee shall notify the Borrower, and the Borrower shall immediately deposit an amount equal to such deficiency with, or as directed by, the Trustee. If the Borrower fails to deposit sums sufficient to fully pay such Impositions at least 30 days before delinquency thereof, the Trustee may, at the Trustee’s election, but without any obligation to do so, advance any amounts required to make up the deficiency, which advances, if any, shall be secured by the Mortgage and shall be repayable to the Trustee as herein elsewhere provided. (e) The Borrower covenants and agrees not to suffer, permit or initiate the joint assessment of the real and personal property or any other procedure whereby the lien of the real property taxes and the lien of the personal property taxes shall be assessed, levied or charged to the Mortgaged Property as a single lien.the

Taxes and Impositions. (a) Subject to paragraph (c) of this Section 5.13, the Borrower Tenant covenants and agrees to pay, prior to delinquencynot later than the first day on which any interest or penalty will accrue or be assessed for the non-payment thereof, all of the following items applicable to or affecting the Installations Premises or any part thereof accruing or payable from and after the Effective Date and during the Term or applicable thereto: (i) all real property estate taxes and assessmentsassessments (including, without limitation, assessments for special business improvement or assessment districts), (ii) personal property taxes, (iii) occupancy and rent taxes specifically imposed on tenants in Xxxxxxxxxx County or attributable to subtenants of Tenant, (iv) water and sewer rents, rates and charges, (v) vault taxes and charges, (vi) certificate, license and permit fees, (vii) any taxes, assessments or governmental levies, general and special, ordinary and all other taxes extraordinary, foreseen and assessments unforeseen, of any kind and nature whatsoever which at any time prior to or nature whatsoeverduring or applicable to the Term or any part thereof may be assessed, which are assessed levied, confirmed, imposed upon, or imposed upon the Project, grow or accrue or become due and payablepayable out of, and which createor charged with respect to, may create or appear to create become a lien upon on, the Project, Installations Premises or any part thereof, or upon the sidewalks or streets in front of or adjoining the Installations Premises, or any vault, passageway or space in, over or under such sidewalk or street, or any other appurtenances to the Installations Premises, or any personal property, equipment or other facility used in the operation thereof, or maintenance thereof any use or occupation of the Installations Premises, or any document by which Tenant creates or transfers an interest or estate in the Installations Premises, and (vii) any fines or penalties or similar governmental charges applicable with respect to any of the foregoing, together with interest and costs thereon (all of which taxes, assessments and other governmental and non-governmental charges of like nature are hereinafter such items aforesaid may sometimes be collectively referred to herein as “impositions”"Impositions"); provided, however, that if. (b) If, by law, any such Imposition imposed during the Term, which is payablean assessment not related to general real estate taxes, or may at the option of the taxpayer be paidpaid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), in installments, Tenant may exercise the Borrower may option to pay the same together with (and any accrued interest on the unpaid balance of such Imposition Imposition) in installments and, in such event, shall pay such installments plus interest as the same may become due and during the Term of this Lease; provided, that all such payments shall be made before any fine, penalty, interest or cost other charge for non-payment of any installment may be added thereto for thereto. (c) Any Imposition (including, without limitation, those Impositions which have been converted into installment payments by Tenant as referred to in Subsection (b) above) relating to a period of time which is partially within the nonpayment of any such installment Term and interest. Payments made by partially beyond the Trustee on behalf Expiration Date shall be adjusted between Landlord and Tenant as of the Borrower from funds held under Expiration Date so that Landlord shall pay that portion of such Imposition which is attributable to any period of time after the Indenture Expiration Date and Tenant shall pay the remainder thereof. This subsection shall survive termination of the Lease. (d) Notwithstanding the foregoing, Tenant shall not be required to pay municipal, state or federal income, excess profits, capital levy, rental (except as set forth in the Insurance and Tax Escrow Fund shallclause (iii) of Subsection (a)), estate, succession, inheritance, transfer, recordation (except to the extent described in Section 30(v)) or gift taxes of such paymentsLandlord, discharge any corporate franchise tax imposed upon Landlord or any tax imposed because of the Borrower’s obligations hereunder. (b) If nature of the business entity of Landlord; provided, however, that if at any time after during the date hereof there Term, the method of taxation prevailing at the Effective Date shall be assessed altered so that, in substitution for ad valorem real estate taxes, any new Imposition or imposed (i) a tax charge, or assessment on the Project in lieu of or in addition to the Impositions payable by the Project pursuant to subparagraph (a) hereof or (ii) a license feeany part thereof, tax or assessment imposed on the Trustee and shall be measured by or based, be based in whole or in part, part upon the amount of the outstanding Series 2012 BondsInstallations Premises and shall be imposed upon Landlord, then all such taxesnew Impositions or charges, assessments or fees any part thereof, shall be deemed to be included within the term “"Impositions,” as defined in subparagraph (a) hereof", and the Borrower Tenant shall pay and discharge the same as herein provided with in respect to of the payment of Impositions. (ci) Subject to the applicable state law provisionsIf permitted by Applicable Law, the Borrower and provided no Event of Default is then in existence, Tenant shall have the right before any delinquency occurs right, at its own expense, to contest or object to the amount or validity validity, in whole or in part, of any Imposition by appropriate legal proceedings diligently conducted in good faith. If, under Applicable Law, the contested Imposition must be paid before undertaking the contest, Tenant shall pay such Imposition (which payment may be made under protest, at Tenant's option) or, if permitted by Landlord and any mortgagee of Landlord (including trustees or beneficiaries of deeds of trust) ("Mortgagee"), either deposit with Landlord, Mortgagee or the assessing body, as Landlord, Mortgagee or the assessing body may require, an amount sufficient to pay all amounts referred to in Subsection (ii) below, or undertake such other method of securing payment of such amounts as is satisfactory to Landlord, Mortgagee and the assessing body. (ii) Upon the termination of any such proceeding, Tenant shall pay the amount of such Imposition or part thereof as finally determined as due in such proceedings, but this the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith, and, upon such payment, Landlord shall, provided an Event of Default is not then in existence, return or request Mortgagee to return any amount still on deposit with it or with Mortgagee with respect to such paid Imposition. If at any time during the continuance of such proceedings Landlord, Mortgagee or the assessing body shall not deem the amount deposited or the undertaking insufficient, Tenant shall, upon thirty (30) days prior written notice, make an additional undertaking or deposit with Landlord, Mortgagee or the assessing body, as Landlord or Mortgagee reasonably may request, or as the assessing body may require, and upon failure of Tenant to do so, the amount theretofore deposited shall be deemed applied by Landlord, Mortgagee or construed the assessing body to the payment, removal and discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees (including, without limitation, reasonable attorneys' fees and disbursements) or other liabilities accruing in any way as relievingsuch proceedings, modifyingand the balance, if any, shall be returned to Tenant, or extending the Borrower’s covenant deficiency, if any, shall be paid by Tenant immediately on demand of Landlord or Mortgagee to pay any the taxing authority to which such Imposition is payable. This subsection shall survive termination of this Lease. (f) Landlord or Tenant may, if it shall so desire, endeavor at the any time and in the manlier provided in this Section 5.13, unless the Borrower has given prior written notice or times to the Trustee obtain a lowering of the Borrower’s intent to so contest or object to an Imposition, and unless, at assessed valuation upon the Trustee’s sole option, (i) the Borrower shall demonstrate to the Trustee’s satisfaction that the legal proceedings shall conclusively operate to prevent the sale of the ProjectInstallations Premises, or any part thereof, for the purpose of reducing Impositions thereon, and in such event, the other party will reasonably cooperate in effecting such reduction, but shall not be required to satisfy incur any out-of-pocket costs in so cooperating. (g) Landlord shall not be required to join in any proceedings referred to in Subsection (e) above unless the provisions of any law, rule or regulation at the time in effect shall require that such Imposition prior proceedings be brought by or in the name of Landlord or any owner of the Installations Premises, in which event, Landlord shall join in such proceedings or permit the same to final determination be brought in its name and shall sign all documents reasonably necessary to prosecute the proceedings. Landlord shall not be subject to any liability for the payment of any costs or expenses in connection with any such proceedings; , and Tenant will indemnify and save harmless Landlord from and against any such costs and expenses, including, but not limited to, reasonable attorneys' fees and disbursements, and from any liability resulting from such proceeding. After reimbursing and indemnifying Landlord for the items referred to in the preceding sentence, Tenant shall be entitled to any refund with respect to any Imposition and penalties or interest thereon which have been paid by Tenant (ii) the Borrower shall furnish a good and sufficient bond whether directly or surety as requested through escrowed funds), or which have been paid by and satisfactory Landlord but previously reimbursed in full to Landlord by Tenant. Tenant's right to the Trustee; refund shall survive termination of this Lease. (h) The certificate, advice, statements, or (iii) xxxx of the Borrower shall have provided a good and sufficient undertaking as may be required or permitted appropriate official designated by law to accomplish a stay make or issue the same or to receive payment of any Imposition shall be prima facie evidence that the Imposition is due and unpaid at the time of the making or issuance of such proceedingscertificate, advice statement or xxxx. (di) The Borrower Tenant shall deposit with make all payments of Impositions directly to the Trustee amounts sufficient to pay appropriate governmental authorities, and Landlord appoints Tenant the annual Impositions as set forth in attorney-in-fact of Landlord for the Project Budget purpose of making all payments to be next due on the Project, in accordance with made by Tenant pursuant to any of the provisions of this Lease to persons or entities other than Landlord. In case any person or entity to whom any sum is directly payable by Tenant under any of the Indenture. The Borrower further agrees provisions of this Section 7 shall refuse to cause all billsaccept payment of such sum from Tenant, statements Tenant shall thereupon give written notice of such fact to Landlord and shall pay such sum directly to Landlord and Landlord shall promptly pay such sum to such person or entity. (j) Tenant shall deliver to Landlord duplicate receipts or photostatic copies thereof, or other documents evidence reasonably satisfactory to Landlord (followed by such duplicate receipts or copies, when available) showing the payment of all Impositions, within ten (10) business days after the respective payments are required to be made by Tenant and Landlord requests such evidence in writing. (k) Landlord shall furnish to Tenant copies of all notices of assessment and bills relating to Impositions to be sent or mailed directly to the Trustee. Upon receipt of such bills, statements or other documents, and provided the Borrower has deposited sufficient funds pursuant to this Section 5.13(d), the Trustee shall, so long as no Event of Default has occurred, pay such amounts as may be due thereunder out within ten (10) business days after Landlord receives any of the funds so deposited. If at any time and for any reason same from the funds so deposited are or will be insufficient to pay such amounts as may then or subsequently be due, the Trustee shall notify the Borrower, and the Borrower shall immediately deposit an amount equal to such deficiency with, or as directed by, the Trustee. If the Borrower fails to deposit sums sufficient to fully pay such Impositions at least 30 days before delinquency thereof, the Trustee may, at the Trustee’s election, but without any obligation to do so, advance any amounts required to make up the deficiency, which advances, if any, shall be secured by the Mortgage and shall be repayable to the Trustee as herein elsewhere providedgovernmental authorities. (e) The Borrower covenants and agrees not to suffer, permit or initiate the joint assessment of the real and personal property or any other procedure whereby the lien of the real property taxes and the lien of the personal property taxes shall be assessed, levied or charged to the Mortgaged Property as a single lien.

Taxes and Impositions. (a) Subject to paragraph (c) of this Section 5.13, the Borrower Tenant covenants and agrees to pay, prior to delinquencynot later than the first day on which any interest or penalty will accrue or be assessed for the non-payment thereof, all of the following items applicable to or affecting the Master Lease Property or any part thereof accruing or payable from and after the Effective Date and during the Term or applicable thereto: (i) all real property estate taxes and assessmentsassessments (including, without limitation, assessments for special business improvement or assessment districts), (ii) personal property taxes, (iii) occupancy and rent taxes specifically imposed on tenants in Xxxxxxxxxx County or attributable to the subtenants of Tenant, (iv) water and sewer rents, rates and charges, (v) vault taxes and charges, (vi) certificate, license and permit fees, (vii) any taxes, assessments or governmental levies, general and special, Version 10 ordinary and all other taxes extraordinary, foreseen and assessments unforeseen, of any kind and nature whatsoever which at any time prior to or nature whatsoeverduring or applicable to the Term or any part thereof may be assessed, which are assessed levied, confirmed, imposed upon, or imposed upon the Project, grow or accrue or become due and payablepayable out of, and which createor charged with respect to, may create or appear to create become a lien upon on, the Project, Master Lease Property or any part thereof, or upon the sidewalks or streets in front of or adjoining the Master Lease Property, or any vault, passageway or space in, over or under such sidewalk or street, or any other appurtenances to the Master Lease Property, or any personal property, equipment or other facility used in the operation thereof, or maintenance thereof any use or occupation of the Master Lease Property, or any document by which Tenant creates or transfers an interest or estate in the Master Lease Property (except any document releasing an Excluded Area from the Master Lease Property), and (vii) any fines or penalties or similar governmental charges applicable with respect to any of the foregoing, together with interest and costs thereon (all of which taxes, assessments and other governmental and non-governmental charges of like nature are hereinafter such items aforesaid may sometimes be collectively referred to herein as “impositions”"Impositions"); provided, however, that if. (b) If, by law, any such Imposition imposed during the Term, which is payablean assessment not related to general real estate taxes, or may at the option of the taxpayer be paidpaid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), in installments, Tenant may exercise the Borrower may option to pay the same together with (and any accrued interest on the unpaid balance of such Imposition Imposition) in installments and, in such event, shall pay such installments plus interest as the same may become due and during the Term of this Lease; provided, that all such payments shall be made before any fine, penalty, interest penalty or cost other charge for non-payment of any installment may be added thereto for thereto. (c) Any Imposition (including, without limitation, those Impositions which have been converted into installment payments by Tenant as referred to in Subsection (b) above) relating to a period of time which is partially within the nonpayment of any such installment Term and interest. Payments made by partially beyond the Trustee on behalf Expiration Date shall be adjusted between Landlord and Tenant as of the Borrower from funds held under Expiration Date so that Landlord shall pay that portion of such Imposition which is attributable to any period of time after the Indenture Expiration Date and Tenant shall pay the remainder thereof. This subsection shall survive termination of the Lease. (d) Notwithstanding the foregoing, Tenant shall not be required to pay municipal, state or federal income, excess profits, capital levy, rental (except as set forth in the Insurance and Tax Escrow Fund shallclause (iii) of Subsection (a)), estate, succession, inheritance, transfer, recordation (except to the extent described in Section 30(v)) or gift taxes of such paymentsLandlord, discharge any corporate franchise tax imposed upon Landlord or any tax imposed because of the Borrower’s obligations hereunder. (b) If nature of the business entity of Landlord; provided, however, that if at any time after during the date hereof there Term, the method of taxation prevailing at the Effective Date shall be assessed altered so that, in substitution for ad valorem real estate taxes, any new Imposition or imposed (i) a tax charge, or assessment on the Project in lieu of or in addition to the Impositions payable by the Project pursuant to subparagraph (a) hereof or (ii) a license feeany part thereof, tax or assessment imposed on the Trustee and shall be Version 10 measured by or based, be based in whole or in part, part upon the amount of the outstanding Series 2012 BondsMaster Lease Property and shall be imposed upon Landlord, then all such taxesnew Impositions or charges, assessments or fees any part thereof, shall be deemed to be included within the term “"Impositions,” as defined in subparagraph (a) hereof", and the Borrower Tenant shall pay and discharge the same as herein provided with in respect to of the payment of Impositions. (ci) Subject to the applicable state law provisionsIf permitted by Applicable Law, the Borrower and provided no Event of Default is then in existence, Tenant shall have the right before any delinquency occurs right, at its own expense, to contest or object to the amount or validity validity, in whole or in part, of any Imposition by appropriate legal proceedings diligently conducted in good faith. If, under Applicable Law, the contested Imposition must be paid before undertaking the contest, Tenant shall pay such Imposition (which payment may be made under protest, at Tenant's option) or, if permitted by Landlord and any mortgagee of Landlord (including trustees or beneficiaries of deeds of trust) ("Mortgagee"), either deposit with Landlord, Mortgagee or the assessing body, as Landlord, Mortgagee or the assessing body may require, an amount sufficient to pay all amounts referred to in Subsection (ii) below, or undertake such other method of securing payment of such amounts as is satisfactory to Landlord, Mortgagee and the assessing body. (ii) Upon the termination of any such proceeding, Tenant shall pay the amount of such Imposition or part thereof as finally determined as due in such proceedings, but this the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith, and, upon such payment, Landlord shall, provided an Event of Default is not then in existence, return or request Mortgagee to return any amount still on deposit with it or with Mortgagee with respect to such paid Imposition. If at any time during the continuance of such proceedings Landlord, Mortgagee or the assessing body shall not deem the amount deposited or the undertaking insufficient, Tenant shall, upon thirty (30) days prior written notice, make an additional undertaking or deposit with Landlord, Mortgagee or the assessing body, as Landlord or Mortgagee reasonably may request, or as the assessing body may require, and upon failure of Tenant to do so, the amount theretofore deposited shall be deemed applied by Landlord, Mortgagee or construed the assessing body to the payment, removal and discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees (including, without limitation, reasonable attorneys' fees and disbursements) or other liabilities accruing in any way as relievingsuch proceedings, modifyingand the balance, if any, shall be returned to Tenant, or extending the Borrower’s covenant deficiency, if any, shall be paid by Tenant immediately on demand of Landlord or Mortgagee to pay any the taxing authority to which such Imposition is payable. This subsection shall survive termination of this Lease. (f) Landlord or Tenant may, if it shall so desire, endeavor at the any time and in the manlier provided in this Section 5.13, unless the Borrower has given prior written notice or times to the Trustee obtain a lowering of the Borrower’s intent to so contest or object to an Imposition, and unless, at assessed valuation upon the Trustee’s sole option, (i) the Borrower shall demonstrate to the Trustee’s satisfaction that the legal proceedings shall conclusively operate to prevent the sale of the ProjectMaster Lease Property, or any part thereof, for the purpose of reducing Impositions thereon, and in such event, the other party Version 10 will reasonably cooperate in effecting such reduction, but shall not be required to satisfy incur any out-of-pocket costs in so cooperating. (g) Landlord shall not be required to join in any proceedings referred to in Subsection (e) above unless the provisions of any law, rule or regulation at the time in effect shall require that such Imposition prior proceedings be brought by or in the name of Landlord or any owner of the Master Lease Property, in which event, Landlord shall join in such proceedings or permit the same to final determination be brought in its name and shall sign all documents reasonably necessary to prosecute the proceedings. Landlord shall not be subject to any liability for the payment of any costs or expenses in connection with any such proceedings; , and Tenant will indemnify and save harmless Landlord from and against any such costs and expenses, including, but not limited to, reasonable attorneys' fees and disbursements, and from any liability resulting from such proceeding. After reimbursing and indemnifying Landlord for the items referred to in the preceding sentence, Tenant shall be entitled to any refund with respect to any Imposition and penalties or interest thereon which have been paid by Tenant (ii) the Borrower shall furnish a good and sufficient bond whether directly or surety as requested through escrowed funds), or which have been paid by and satisfactory Landlord but previously reimbursed in full to Landlord by Tenant. Tenant's right to the Trustee; refund shall survive termination of this Lease. (h) The certificate, advice, statements, or (iii) xxxx of the Borrower shall have provided a good and sufficient undertaking as may be required or permitted appropriate official designated by law to accomplish a stay make or issue the same or to receive payment of any Imposition shall be prima facie evidence that the Imposition is due and unpaid at the time of the making or issuance of such proceedingscertificate, advice statement or xxxx. (di) The Borrower Tenant shall deposit with make all payments of Impositions directly to the Trustee amounts sufficient to pay appropriate governmental authorities, and Landlord appoints Tenant the annual Impositions as set forth in attorney-in-fact of Landlord for the Project Budget purpose of making all payments to be next due on the Project, in accordance with made by Tenant pursuant to any of the provisions of this Lease to persons or entities other than Landlord. In case any person or entity to whom any sum is directly payable by Tenant under any of the Indenture. The Borrower further agrees provisions of this Section 7 shall refuse to cause all billsaccept payment of such sum from Tenant, statements Tenant shall thereupon give written notice of such fact to Landlord and shall pay such sum directly to Landlord and Landlord shall promptly pay such sum to such person or entity. (j) Tenant shall deliver to Landlord duplicate receipts or photostatic copies thereof, or other documents evidence reasonably satisfactory to Landlord (followed by such duplicate receipts or copies, when available) showing the payment of all Impositions, within ten (10) business days after the respective payments are required to be made by Tenant and Landlord requests such evidence in writing. (k) Landlord shall furnish to Tenant copies of all notices of assessment and bills relating to Impositions to be sent or mailed directly to the Trustee. Upon receipt of such bills, statements or other documents, and provided the Borrower has deposited sufficient funds pursuant to this Section 5.13(d), the Trustee shall, so long as no Event of Default has occurred, pay such amounts as may be due thereunder out within ten (10) business days after Landlord receives any of the funds so deposited. If at any time and for any reason same from the funds so deposited are or will be insufficient to pay such amounts as may then or subsequently be due, the Trustee shall notify the Borrower, and the Borrower shall immediately deposit an amount equal to such deficiency with, or as directed by, the Trustee. If the Borrower fails to deposit sums sufficient to fully pay such Impositions at least 30 days before delinquency thereof, the Trustee may, at the Trustee’s election, but without any obligation to do so, advance any amounts required to make up the deficiency, which advances, if any, shall be secured by the Mortgage and shall be repayable to the Trustee as herein elsewhere providedgovernmental authorities. (e) The Borrower covenants and agrees not to suffer, permit or initiate the joint assessment of the real and personal property or any other procedure whereby the lien of the real property taxes and the lien of the personal property taxes shall be assessed, levied or charged to the Mortgaged Property as a single lien.

Taxes and Impositions. (a) Subject to paragraph the provisions of clause (cd) of this Section 5.132.08, the Borrower agrees to pay, prior to delinquency, pay all real property taxes and assessments, general and special, and all other taxes and assessments or payments in lieu of taxes of any kind or nature whatsoever, which are assessed including without limitation non-governmental levies or imposed upon the Projectassessments such as maintenance charges, owner association dues or become due and payablecharges or fees, and levies or charges resulting from covenants, together with any other charge or similar payment which create, may create or appear to create or could create a lien upon the ProjectMortgaged Property or the Improvements, or any part thereof, or upon any personal propertyPersonal Property, equipment or other facility facilities used in the operation or maintenance thereof (all of which taxes, assessments and other governmental and non-governmental charges of like nature are hereinafter referred to as “impositions”"IMPOSITIONS"); provided, however, that so long as no Event of Default or Potential Default has occurred and is continuing, if, by law, any such Imposition is payable, or may at the option of the taxpayer may be legally paid, in installmentsinstallments without delinquency, the Borrower interest or penalty, Mortgagor may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same become due and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and interest. Payments made by the Trustee on behalf of the Borrower from funds held under the Indenture in the Insurance and Tax Escrow Fund shall, to the extent of such payments, discharge the Borrower’s obligations hereunder. (b) If Subject to the provisions of clause (d) of this Section 2.08, that if at any time after the date hereof there shall be assessed or imposed by any Law now or hereafter enacted (i) a tax or assessment on the Project Mortgaged Property in lieu of or in addition to the Impositions payable by the Project Mortgagor pursuant to subparagraph clause (a) hereof of this Section 2.08, or (ii) a license fee, mercantile, business privilege or any other tax or assessment imposed on the Trustee Mortgagee and measured by or based, based in whole or in part, part upon the amount of the outstanding Series 2012 Bondsobligations secured hereby, then (all such taxes, assessments or fees shall be deemed to be included within the term “Impositions,” "IMPOSITIONS" as defined in subparagraph clause (a) hereofof this Section 2.08), and the Borrower Mortgagor shall fail to pay and discharge the same as herein provided with respect to the payment of Impositions. (c) Subject Impositions then, at the option of Mortgagee, and with or without notice to Mortgagor, Mortgagee may pay same, and all such obligations shall be secured hereby and, together with all accrued interest thereon, shall immediately become due and payable. Anything to the applicable state law provisionscontrary herein notwithstanding, the Borrower Mortgagor shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate legal proceedings, but this shall not be deemed or construed in any way as relieving, modifying, or extending the Borrower’s covenant no obligation to pay any such Imposition at the time income, excess profits or similar tax based on and in the manlier provided in this Section 5.13, unless the Borrower has given prior written notice to the Trustee of the Borrower’s intent to so contest measured by net profits or object to an Imposition, and unless, at the Trustee’s sole option, (i) the Borrower shall demonstrate to the Trustee’s satisfaction that the legal proceedings shall conclusively operate to prevent the sale of the Project, gross profits levied on Mortgagee or any part thereof, to satisfy such Imposition prior to final determination of such proceedings; (ii) the Borrower shall furnish a good and sufficient bond or surety as requested by and satisfactory to the Trustee; or (iii) the Borrower shall have provided a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of such proceedings. (d) The Borrower shall deposit with the Trustee amounts sufficient to pay the annual Impositions as set forth in the Project Budget to be next due on the Project, in accordance with the provisions of the Indenture. The Borrower further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to the Trustee. Upon receipt of such bills, statements or other documents, and provided the Borrower has deposited sufficient funds pursuant to this Section 5.13(d), the Trustee shall, so long as no Event of Default has occurred, pay such amounts as may be due thereunder out of the funds so deposited. If at any time and for any reason the funds so deposited are or will be insufficient to pay such amounts as may then or subsequently be due, the Trustee shall notify the Borrower, and the Borrower shall immediately deposit an amount equal to such deficiency with, or as directed by, the Trustee. If the Borrower fails to deposit sums sufficient to fully pay such Impositions at least 30 days before delinquency thereof, the Trustee may, at the Trustee’s election, but without any obligation to do so, advance any amounts required to make up the deficiency, which advances, if any, shall be obligations secured by the Mortgage and shall be repayable to the Trustee as herein elsewhere providedhereby. (e) The Borrower covenants and agrees not to suffer, permit or initiate the joint assessment of the real and personal property or any other procedure whereby the lien of the real property taxes and the lien of the personal property taxes shall be assessed, levied or charged to the Mortgaged Property as a single lien.