Common use of Taxes and Other Charges; Law and Agreements Clause in Contracts

Taxes and Other Charges; Law and Agreements. (a) Nothing in this Lease shall require payment by Lessee of: (i) any property or related taxes on the Lessor's fee interest in the Premises; (ii) any franchise, estate, inheritance, succession, or transfer taxes (other than transfer taxes, recording fees, or similar charges payable in connection with a conveyance hereunder to Lessee or in connection with Lessor's exercise of remedies after an Event of Default hereunder); (iii) net income or profits taxes of Lessor or anyone claiming by, through or under Lessor including without limitation (other than any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent or any other sums payable by Lessee hereunder or levied upon or assessed against the Premises, unless such taxes are in lieu of or a substitute in whole or in part for an income, profit or revenue tax of Lessor, but only to the extent of such substitution and only to the extent that such tax, assessment or other charge would be payable if the Premises were the only property of Lessor subject thereto); or (iv) any taxes imposed by any federal, state or local government on, or measured by, the gross or net income of Lessor, tax preferences or dividends paid, taxes in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxes, unless any such tax is in lieu of or a substitute for any other tax or assessment upon or with respect to the Premises, which, if such other tax or assessment were in effect, would be payable by Lessee hereunder. Lessee and its lease hold interest in this Lease shall be subject to tax as otherwise imposed by applicable law. However, Lessor agrees that it will not impose any taxes, levies, fees or other impositions upon Lessee which are for Lessor's benefit and are not either a) mandated by state law, or b) generally applicable to the citizens or businesses within Frio Count which is not designed to place a disproportionate burden on Lessee or c) able to be passed back to Lessee's clients through higher per diem rates. Lessee shall pay any taxes assessed against trade fixtures, furnishings, equipment, or any other personal property belonging to Lessee for which it is not tax-exempt. Lessee shall use reasonable efforts to have its personal property taxed separately from the Premises, but if any of Lessee's personal property is taxed with the Premises, Lessee shall pay the portion of all such taxes attributable to the personal property of Lessee. Lessee shall furnish to Lessor promptly, and in any event within 20 days after the same becomes due and payable, proof of the payment of any tax assessment, fee, rent or charge which is payable by Lessee. Such taxes assessments, fees, water and sewer rents and other governmental charges shall be apportioned pro rata between Lessor and Lessee as of the date on which this Lease terminates or expires with Lessee responsible for all such taxes, fees and charges attributable to the periods during which this Lease was in effect, and Lessor responsible for all such taxes, fees and charges attributable to periods thereafter. Lessor and Lessee agree to use reasonable efforts to cause bills for taxes and other assessments and all assessment notices with respect to the Premises to be sent directly to Lessee. (b) Lessee shall obtain and pay all charges for utility, communication and other services to the extent rendered or used during the Term on or about the Premises, whether or not payment therefor shall become due after the Term.

Taxes and Other Charges; Law and Agreements. (a) Lessee shall pay and discharge, on or before the last day upon which the same may be paid without interest or penalty, and shall indemnify each Indemnified Party on an after tax basis, from and against, all taxes, including any tax based upon or measured by gross rentals or receipts from any Property, assessments, levies, fees, water and sewer rents and other governmental and similar charges, general and special, ordinary or extraordinary, and whether or not the same shall have been within the express contemplation of the parties hereto, and any interest and penalties thereon, which are levied, assessed or due against (i) such Indemnified Party and which relate to such Indemnified Party's interest in any Property, the use, occupancy, operation or possession of any Property or any part thereof or the transactions contemplated by the Operative Documents, (ii) any Property or the interest of Lessee or Lessor therein, (iii) Basic Rent or Additional Obligations or other sums payable by Lessee hereunder, (iv) this Lease or the interest of Lessee or the Indemnified Parties hereunder, (v) the use, occupancy, construction, repair or rebuilding of any Property or any portion thereof, (vi) gross receipts from any Property or (vii) Taxes and "Taxes" or terms of like import as defined in the Loan Agreement. If any tax or assessment levied or assessed against any Property may legally be paid in installments, Lessee shall have the option to pay such tax or assessment in installments; provided, however, that upon the termination or expiration of the Term of this Lease with respect to such Property, Lessee shall pay any such tax or assessment which it has been paying in installments in full, on or prior to such termination or expiration date, unless such Property is being purchased by Lessee hereunder, and no liability could result to any Indemnified Party due to Lessee's failure to pay such tax or assessment in full. Nothing in this Lease shall require payment by Lessee of: (i) any property or related taxes on the Lessor's fee interest in the Premises; (ii) of any franchise, estate, inheritance, succession, transfer, net income or transfer profits taxes of any Indemnified Party (other than including any minimum taxes and withholding taxes), except for (x) withholding taxes for which Lessor is liable under Section 5.9 of the Loan Agreement or Section 3.8 of the Deed of Trust to Agent Bank and for which Lessee shall be liable hereunder, (y) transfer taxes, recording fees, or similar charges payable in connection with a conveyance hereunder to Lessee or in connection with Lessor's or Agent Bank's exercise of remedies after an Event of Default hereunder); hereunder and (iiiz) net income or profits taxes of Lessor or anyone claiming by, through or under Lessor including without limitation (other than any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent Obligations or any other sums payable by Lessee hereunder or levied upon or assessed against the Premisesany Property (but excluding from this clause (z), unless any such taxes which are in lieu of or a substitute in whole or in part substitution for an income, profit or revenue tax of Lessorany Indemnified Party, but then only to the extent of such substitution and only to the extent that such tax, assessment or other charge would be payable if the Premises such Property were the only property of Lessor such Indemnified Party subject thereto) (the foregoing, collectively, Excluded Taxes); or (iv) any taxes imposed by any federal, state or local government on, or measured by, the gross or net income of Lessor, tax preferences or dividends paid, taxes in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxes, unless any such tax is in lieu of or a substitute for any other tax or assessment upon or with respect to the Premises, which, if such other tax or assessment were in effect, would be payable by Lessee hereunder. Lessee shall prepare and its lease hold interest file or cause to be filed on a timely basis all returns and other materials required in this Lease shall be subject to tax as otherwise imposed by applicable law. However, Lessor agrees that it will not impose connection with any taxes, levies, fees assessments or other impositions upon charges that Lessee which are for Lessor's benefit and are not either a) mandated by state lawis required to pay pursuant to this Article 6; provided, however, where legally required, Lessor will sign such return or b) generally applicable to the citizens or businesses within Frio Count which is not designed to place a disproportionate burden on Lessee or c) able to be passed back to Lessee's clients through higher per diem rates. Lessee shall pay any taxes assessed against trade fixtures, furnishings, equipment, or any other personal property belonging to Lessee for which it is not tax-exempt. Lessee shall use reasonable efforts to have its personal property taxed separately from the Premises, but if any related power of Lessee's personal property is taxed with the Premises, Lessee shall pay the portion of all such taxes attributable to the personal property of Lesseeattorney. Lessee shall furnish to Lessor promptly, and in any event within 20 30 days after the later of the date the same becomes due and payablepayable and the date of written demand by Lessor, as the case may be, proof of the payment of any tax such tax, assessment, fee, rent or charge which is payable by Lessee. Such taxes assessmentsLessee and, feesupon written demand of Lessor, water and sewer rents proof of the filing of all returns and other governmental charges shall be apportioned pro rata between Lessor and Lessee as of the date on which this Lease terminates or expires with Lessee responsible for all such taxes, fees and charges attributable to the periods during which this Lease was materials required in effect, and Lessor responsible for all such taxes, fees and charges attributable to periods thereafter. Lessor and Lessee agree to use reasonable efforts to cause bills for taxes and other assessments and all assessment notices with respect to the Premises to be sent directly to Lesseeconnection therewith. (b) Lessee shall obtain and pay all charges for utility, communication and other services to the extent rendered or used during the Term of this Lease on or about the Premisesany Property, whether or not payment therefor shall become due after the TermTerm of this Lease. (c) Lessee shall at all times during the Term of this Lease, at Lessee's own cost and expense, perform and comply in all material respects with all laws, rules, orders, ordinances, regulations and requirements now existing or (except to the extent any exemption or so called "grandfathering" provision is available to Lessee) hereafter enacted or promulgated, of every government and municipality having jurisdiction over each Property and of any agency thereof, relating to such Property, or the improvements thereon, or the facilities or equipment thereon or therein, or the appurtenances to such Property, or the franchises and privileges connected therewith, or, to the extent that Lessor or Lessee has any obligation or responsibility therefor, the streets, sidewalks, vaults, vault spaces, curbs and gutters adjoining such Property (collectively, Legal Requirements), whether or not such Legal Requirements so involved shall necessitate structural changes, improvements, interference with use and enjoyment of such Property, replacements or repairs, extraordinary as well as ordinary, and Lessee shall so perform and comply, whether or not such Legal Requirements shall now exist or shall hereafter be enacted or promulgated, and whether or not such Legal Requirements can be said to be within the present contemplation of the parties hereto. Lessee shall at all times during the Term of this Lease, at Lessee's own cost and expense, perform and comply with the terms of all Permitted Encumbrances and any easement granted or released pursuant to Article 32 hereof and shall perform all of the obligations of Lessor under such Permitted Encumbrances and of the grantor or releasor under the related instrument of grant or release. Lessee shall, at its expense, comply with all provisions of insurance policies required pursuant to Article 13 hereof, and shall, at its expense comply with the provisions of all contracts, agreements, instruments and restrictions existing at the commencement of this Lease or thereafter suffered or permitted by Lessee (the noncompliance with which would adversely affect any Property or any part thereof or the ownership, occupancy, use, operation or possession thereof). Lessee shall at all times during the Term of this Lease comply with the terms of and perform its obligations under the Assignment and any consent of Lessee to the Assignment. (d) Notwithstanding the provisions of paragraphs (a) through (c) of this Article 6 and those of Article 7, Lessee shall have the right to contest, by appropriate legal proceedings, any tax, charge, levy, assessment, lien or other encumbrance, and/or any Legal Requirement affecting any Property, and to postpone payment of or compliance with the same during the pendency of such contest, provided that (i) the commencement and continuation of such proceedings shall suspend the collection thereof from, and suspend the enforcement thereof against, Lessor and any Property, (ii) no part of any Property nor any Basic Rent or Additional Obligations or other sums payable by Lessee hereunder shall be in imminent danger of being sold, forfeited, attached or lost, (iii) there shall not exist (x) any interference with the use and occupancy of any Property or any part thereof that has or would have a material adverse effect on the fair market value, utility or useful life of any Property, or (y) any interference with the payment of Basic Rent or any Additional Obligations (other than the portion subject to the contest), (iv) Lessee shall promptly prosecute such contest to a final settlement or conclusion, or if Lessee deems it advisable to abandon such contest, Lessee shall promptly pay or perform the obligation which was the subject of such contest and (v) at no time during the permitted contest shall there be a risk of the imposition of criminal liability or civil liability on Lessor arising from non-payment of the contested item or non-compliance with the contested Legal Requirement. If any Default or Event of Default hereunder shall have occurred and be continuing, and any such contest or contests, individually or in the aggregate, at any one time pending with respect to any Property shall involve an amount of money or potential loss (including fines and similar charges) in excess of $1,000,000, plus any security theretofore provided pursuant to this provision, then Lessee shall either (i) deposit with the Depositary (as defined in subparagraph (i) of paragraph (b) of Article 12 of this Lease) an amount equal to 100% of the tax, charge, levy, assessment, lien or other encumbrance affecting such Property, which amount may be invested in accordance with the terms and provisions set forth in subparagraph (iv) of paragraph (b) of Article 12 of this Lease or (ii) post an equivalent bond, or letter of credit from an institution (other than Lessee or its Affiliates) meeting the requirements to be a Depositary under this Lease, for security. Lessee shall not postpone the payment of any such tax, charge, levy, assessment, lien or other encumbrance for such length of time as shall permit any Property, or any lien thereon created by such item being contested, to be sold by federal, state, county or municipal authority for the non-payment thereof; Lessee shall not postpone compliance with any such law, rule, order, ordinance, regulation or other governmental requirement if Lessor will thereby be subject to criminal prosecution or civil liability, or if any municipal or other governmental authority shall be in a position according to applicable law to commence to foreclose or sell any lien affecting all or part of any Property which shall have arisen by reason of such postponement or failure of compliance. (e) Without limiting the generality of any of the other provisions of this Article 6, Lessee shall at all times during the Term of this Lease promptly comply with the terms of and fully and faithfully pay and perform its obligations, as agent, incurred under the Agency Agreement. In the event of the termination of this Lease as herein provided or Lessee's abandonment of any Property, the obligations and liabilities of Lessee with respect to each Indemnified Party, actual or contingent, under this Article 6 shall survive such termination or abandonment.

Taxes and Other Charges; Law and Agreements. (a) Nothing in this Lease shall require payment by Lessee of: (i) any property or related taxes on the Lessor's ’s fee interest in the Premises; (ii) any franchise, estate, inheritance, succession, or transfer taxes (other than transfer taxes, recording fees, or similar charges payable in connection with a conveyance hereunder to Lessee or in connection with Lessor's ’s exercise of remedies after an Event of Default hereunder); (iii) net income or profits taxes of Lessor or anyone claiming by, through or under Lessor including without limitation (other than any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent or any other sums payable by Lessee hereunder or levied upon or assessed against the Premises, unless such taxes are in lieu of or a substitute in whole or in part for an income, profit or revenue tax of Lessor, but only to the extent of such substitution and only to the extent that such tax, assessment or other charge would be payable if the Premises were the only property of Lessor subject thereto); or (iv) any taxes imposed by any federal, state or local government on, or measured by, the gross or net income of Lessor, tax preferences or dividends paid, taxes in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxes, unless any such tax is in lieu of or a substitute for any other tax or assessment upon or with respect to the Premises, which, if such other tax or assessment were in effect, would be payable by Lessee hereunder. Lessee and its lease hold interest in this Lease shall be subject to tax as otherwise imposed by applicable law. However, Lessor agrees that it will not impose any taxes, levies, fees or other impositions upon Lessee which are for Lessor's ’s benefit and are not either a) mandated by state law, or b) generally applicable to the citizens or businesses within Frio Count County which is not designed to place a disproportionate burden on Lessee or c) able to be passed back to Lessee's ’s clients through higher per diem rates. Lessee shall pay any taxes assessed against trade fixtures, furnishings, equipment, or any other personal property belonging to Lessee for which it is not tax-exempt. Lessee shall use reasonable efforts to have its personal property taxed separately from the Premises, but if any of Lessee's ’s personal property is taxed with the Premises, Lessee shall pay the portion of all such taxes attributable to the personal property of Lessee. Lessee shall furnish to Lessor promptly, and in any event within 20 days after the same becomes due and payable, proof of the payment of any tax tax, assessment, fee, rent or charge which is payable by Lessee. Such taxes taxes, assessments, fees, water and sewer rents and other governmental charges shall be apportioned pro rata between Lessor and Lessee as of the date on which this Lease terminates or expires with Lessee responsible for all such taxes, fees and charges attributable to the periods during which this Lease was in effect, and Lessor responsible for all such taxes, fees and charges attributable to periods thereafter. Lessor and Lessee agree to use reasonable efforts to cause bills for taxes and other assessments and all assessment notices with respect to the Premises to be sent directly to Lessee. (b) Lessee shall obtain and pay all charges for utility, communication and other services to the extent rendered or used during the Term on or about the Premises, whether or not payment therefor shall become due after the Term.

Taxes and Other Charges; Law and Agreements. (a) Lessee shall pay and discharge, on or before the last day upon which the same may be paid without interest or penalty, and shall indemnify each Indemnified Party on an after tax basis, from and against, all taxes, including any tax based upon or measured by gross rentals or receipts from any Leased Property, assessments, levies, fees, water and sewer rents and other governmental and similar charges, general and special, ordinary or extraordinary, and whether or not the same shall have been within the express contemplation of the parties hereto, and any interest and penalties thereon, however imposed, whether levied or imposed upon Lessor, Lessee, any Indemnified Party, any Leased Property or any portion thereof, by any federal, state or local government or taxing authority in the United States of or by any taxing authority or governmental subdivision of any other country, upon or with respect to (i) the transactions including, without limitation, any documentary stamp tax or any intangible personal property tax on the Lessor or any other Indemnified Party, (ii) the Leased Property or any portion thereof or interest therein or the interest of Lessee or Lessor or any Indemnified Party therein, (iii) Basic Rent or Additional Rent or other sums payable by Lessee hereunder, (iv) this Lease or the interest of Lessee or any Indemnified Party hereunder, (v) the use, occupancy, construction, purchase, ownership, maintenance, operation, repair, rebuilding, possession, repossession, sale or disposition of any Leased Property or any portion thereof or (vi) gross receipts from any Leased Property. If any tax or assessment levied or assessed against any Leased Property may legally be paid in installments, Lessee shall have the option to pay such tax or assessment in installments; provided, however, that upon the termination or expiration of the Term of this Lease, as the same be extended pursuant to the terms hereof, Lessee shall pay any such tax or assessment which it has been paying in installments in full on or prior to such termination or expiration date. Nothing in this Lease shall require payment by Lessee of: (i) any property or related taxes on the Lessor's fee interest in the Premises; (ii) of any franchise, estate, inheritance, succession, transfer, net income or transfer profits taxes of Lessor or any other Indemnified Party (other than including any minimum taxes and withholding taxes), except for transfer taxes, recording fees, or similar charges payable in connection with a conveyance hereunder to Lessee or in connection with Lessor's exercise of remedies after an Event of Default hereunder); (iii) net income or profits taxes of Lessor or anyone claiming by, through or under Lessor including without limitation (other than hereunder and any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent or any other sums payable by Lessee hereunder or levied upon or assessed against the Premisesany Leased Property, unless such taxes are in lieu of or a substitute in whole or in part substitution for an income, profit or revenue tax of LessorLessor or any other Indemnified Party, but then only to the extent of such substitution and only to the extent that such tax, assessment or other charge would be payable if the Premises such Leased Property were the only property of Lessor subject theretothereto (the foregoing, collectively, Excluded Taxes); or (iv) any taxes imposed by any federal, state or local government on, or measured by, the gross or net income of Lessor, tax preferences or dividends paid, taxes in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxes, unless any such tax is in lieu of or a substitute for any other tax or assessment upon or with respect to the Premises, which, if such other tax or assessment were in effect, would be payable by Lessee hereunder. Lessee shall -------------- prepare and its lease hold interest file on a timely basis all returns and other materials required in this Lease shall be subject to tax as otherwise imposed by applicable law. However, Lessor agrees that it will not impose connection with any taxes, levies, fees assessments or other impositions upon charges that Lessee which are for Lessor's benefit and are not either a) mandated by state law, or b) generally applicable is required to the citizens or businesses within Frio Count which is not designed pay pursuant to place a disproportionate burden on Lessee or c) able to be passed back to Lessee's clients through higher per diem rates. Lessee shall pay any taxes assessed against trade fixtures, furnishings, equipment, or any other personal property belonging to Lessee for which it is not tax-exempt. Lessee shall use reasonable efforts to have its personal property taxed separately from the Premises, but if any of Lessee's personal property is taxed with the Premises, Lessee shall pay the portion of all such taxes attributable to the personal property of Lesseethis Article 6. Lessee shall furnish to Lessor promptly, and in any event within 20 30 days after the later of the date the same becomes due and payablepayable and the date of written demand by Lessor, as the case may be, proof of the payment of any tax such tax, assessment, fee, rent or charge which is payable by Lessee. Such taxes assessmentsLessee and, feesupon written demand of Lessor, water and sewer rents proof of the filing of all returns and other governmental charges materials required in connection therewith. The indemnity contained in this Article 6 shall continue in full force and effect notwithstanding the expiration or earlier termination of this Lease and are expressly made for the benefit of, and shall be apportioned pro rata between enforceable by, Lessor and Lessee as of the date on which this Lease terminates or expires with Lessee responsible for all such taxes, fees and charges attributable to the periods during which this Lease was in effect, and Lessor responsible for all such taxes, fees and charges attributable to periods thereafter. Lessor and Lessee agree to use reasonable efforts to cause bills for taxes and each other assessments and all assessment notices with respect to the Premises to be sent directly to LesseeIndemnified Party. (b) Lessee shall obtain and pay all charges for utility, communication and other services to the extent rendered or used during the Term of this Lease on or about the Premiseseach Leased Property, whether or not payment therefor shall become due after the Termexpiration of the Term of this Lease. (c) Lessee shall at all times during the Term of this Lease, at Lessee's own cost and expense, perform and comply with all Legal Requirements (except to the extent any exemption or so called "grandfathering" provision is available to Lessee), whether or not such Legal Requirements so involved shall necessitate structural changes, improvements, interference with use and enjoyment of any Leased Property, replacements or repairs, extraordinary as well as ordinary, and Lessee shall so perform and comply, whether or not such Legal Requirements shall now exist or shall hereafter be enacted or promulgated, and whether or not such Legal Requirements can be said to be within the present contemplation of the parties hereto. Lessee shall at all times during the Term of this Lease, at Lessee's own cost and expense, perform and comply with the terms of any easement granted or released pursuant to Article 32 hereof and shall perform all of the obligations of the grantor or releasor under the related instrument of grant or release. Lessee shall, at its expense, comply with all provisions of insurance policies required pursuant to Article 13 hereof, and with the provisions of all contracts, agreements, instruments and restrictions existing at the commencement of this Lease or thereafter suffered or permitted by Lessee, affecting any Leased Property or any part thereof or the ownership, occupancy, use, operation or possession thereof. (d) Notwithstanding the provisions of paragraphs (a) through (c) of this Article 6 and those of Article 7, Lessee shall have the right to contest, by appropriate legal proceedings, any tax, charge, levy, assessment, lien or other encumbrance, and/or any Legal Requirement affecting any Leased Property, and to postpone payment of or compliance with the same during the pendency of such contest, provided that (i) the commencement and continuation of such proceedings shall suspend the collection thereof from, and suspend the enforcement thereof against, Lessor and any Leased Property, (ii) no part of any Leased Property nor any Basic Rent or Additional Rent or other sums payable by Lessee hereunder shall be in danger of being sold, forfeited, attached or lost, (iii) there shall not exist (x) any interference with the use and occupancy of any Leased Property or any part thereof, or (y) any interference with the payment of Basic Rent or any Additional Rent (other than the portion subject to the contest), (iv) Lessee shall promptly prosecute such contest to a final settlement or conclusion or, if Lessee deems it advisable to abandon such contest, Lessee shall promptly pay or perform the obligation which was the subject of such contest and (v) at no time during the permitted contest shall there be a risk of the imposition of criminal liability on Lessor arising from non-payment of the contested item or non- compliance with the contested Legal Requirement. If any Default or Event of Default hereunder shall have occurred and be continuing, or any such contest or contests, individually or in the aggregate, at any one time pending with respect to any Leased Property shall involve an amount of money or potential loss (including fines and similar charges) in excess of $300,000, plus any security theretofore provided pursuant to this provision, then Lessee shall either (i) deposit with the Depositary (as defined in subparagraph (i) of paragraph (b) of Article 12 of this Lease) an amount equal to 100% of the tax, charge, levy, assessment, lien or other encumbrance affecting such Leased Property, which amount may be invested in accordance with the terms and provisions set forth in subparagraph (iv) of paragraph (b) of Article 12 of this Lease or (ii) post an equivalent bond, or letter of credit from an institution (other than Lessee or its Affiliates) meeting the requirements to be a Depositary under this Lease, for security. Lessee shall not postpone the payment of any such tax, charge, levy, assessment, lien or other encumbrance for such length of time as shall permit any Leased Property, or any lien thereon created by such item being contested, to be sold by federal, state, county or municipal authority for the non-payment thereof; Lessee shall not postpone compliance with any such law, rule, order, ordinance, regulation or other governmental requirement if Lessor will thereby be subject to criminal prosecution, or if any municipal or other governmental authority shall be in a position according to applicable law to commence and carry out any work to comply with the same or to foreclose or sell any lien affecting all or part of any Leased Property which shall have arisen by reason of such postponement or failure of compliance. (e) In the event of the expiration or termination of this Lease as herein provided or Lessee's abandonment of any Leased Property, the obligations and liabilities of Lessee with respect to each Indemnified Party, actual or contingent, under this Article 6 shall survive such termination or abandonment.

Taxes and Other Charges; Law and Agreements. (a) Nothing Tenant shall pay and discharge, not later than the last day upon which the same may be paid without interest or penalty, any and all present or future taxes, assessments, levies, fees, water and sewer rents and other governmental and similar charges, general and special, ordinary or extraordinary, and any interest, fines and penalties thereon or additions thereto (“Impositions”), which are levied or assessed and become due and payable with respect to the Term of this Lease, whether or not the same become payable during the Term of this Lease, (including all Impositions for the year in which this Lease shall require payment by Lessee of: is executed which are now a lien but not yet due and payable) against (i) any property Landlord and which relate to Landlord’s ownership of the Leased Property, the use and occupancy of the Lease Property or related taxes on the Lessor's fee interest in the Premises; transactions contemplated by this Lease, (ii) any franchisethe Leased Property or the interest of Tenant or Landlord therein, estate, inheritance, succession, or transfer taxes (other than transfer taxes, recording fees, or similar charges payable in connection with a conveyance hereunder to Lessee or in connection with Lessor's exercise of remedies after an Event of Default hereunder); (iii) net income or profits taxes of Lessor or anyone claiming by, through or under Lessor including without limitation (other than any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent or any other sums amount payable by Lessee hereunder or levied upon or assessed against the PremisesTenant hereunder, unless such taxes are in lieu of or a substitute in whole or in part for an income, profit or revenue tax of Lessor, but only to the extent of such substitution and only to the extent that such tax, assessment or other charge would be payable if the Premises were the only property of Lessor subject thereto); or (iv) this Lease or the interest of Tenant or Landlord hereunder, (v) the use, occupancy, construction, repair or rebuilding of the Leased Property or any taxes imposed portion thereof, of (vi) gross receipts from the Leased Property. Anything in the preceding sentence or in this Lease to the contrary notwithstanding, nothing in this Lease shall require payment by Tenant of any federalnet income (including any capital gain), state or local government onfranchise, estate, inheritance, or measured by, the gross similar taxes of Landlord or net income of Lessor, tax preferences or dividends paid, taxes in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxesLandlord’s mortgagee, unless any such tax is in lieu of or a substitute for any other tax or assessment upon or with respect to the PremisesLeased Property, which, if it such other tax or assessment were in effect, would be payable by Lessee Tenant hereunder. Lessee and its lease hold interest in this Lease shall be subject to tax as otherwise imposed by applicable law. However, Lessor agrees that it will not impose any taxes, levies, fees or other impositions upon Lessee which are for Lessor's benefit and are not either a) mandated by state law, or b) generally applicable to the citizens or businesses within Frio Count which is not designed to place a disproportionate burden on Lessee or c) able to be passed back to Lessee's clients through higher per diem rates. Lessee shall pay any taxes assessed against trade fixtures, furnishings, equipment, or any other personal property belonging to Lessee for which it is not tax-exempt. Lessee shall use reasonable efforts to have its personal property taxed separately from the Premises, but if any of Lessee's personal property is taxed with the Premises, Lessee shall pay the portion of all such taxes attributable to the personal property of Lessee. Lessee Tenant shall furnish to Lessor Landlord, promptly, and in any event within 20 thirty (30) days after the same becomes due and payabledemand by Landlord, proof of the payment of any tax such tax, assessment, levy, fee, rent or charge which is payable by LesseeTenant. Such taxes taxes, assessments, levies, fees, water and sewer rents and other governmental charges shall be apportioned pro rata between Lessor Landlord and Lessee Tenant as of the date on which this Lease terminates or expires with Lessee responsible expires. If any tax or assessment levied or assessed against the Leased Property may legally be paid in installments, Tenant shall have the option to pay such tax or assessment in installments and shall be liable only for all such taxes, fees and charges attributable the payment of those installments which are payable during the Term of this Lease or relate to the periods during which this Lease was in effect, and Lessor responsible for all such taxes, fees and charges attributable to periods thereafter. Lessor and Lessee agree to use reasonable efforts to cause bills for taxes and other assessments and all assessment notices with respect period prior to the Premises to be sent directly to Lesseetermination of the Term of this Lease. (b) Lessee Tenant shall obtain and pay on an after tax basis all charges for utility, communication and other services to the extent rendered or used during the Term on or about the PremisesLeased Property to the extent of such matters which arise or accrue during the Term of this Lease, whether or not payment therefor therefore shall become due after the TermTerm of this Lease. (c) If during the Term of this Lease any method of taxation shall be such that in lieu of or in substitution for Impositions there shall be levied, assessed or imposed on the Landlord a capital levy or other tax (however designated) then the Tenant shall pay all such taxes, assessments, levies or charges or the part thereof so measured or based, but only as if the Leased Property were the only property of the Landlord. (d) The Tenant shall pay all such Impositions, or other service charges or other assessments payable by Tenant as provided hereunder directly to the applicable authority, or if Tenant has defaulted in the payment thereof (subject to Section 7(g) hereof), which default continues for five (5) Business Days after notice from Landlord, Landlord may (but shall not be obligated to) pay the same, and any penalties or interest which may have accrued thereon, and the Tenant shall reimburse the Landlord for the same within thirty (30) days after the Tenant receives notice thereof and supporting data reasonably acceptable to the Tenant, plus interest on any amounts paid by the Landlord at the Overdue Interest Rate from the date paid through the date of repayment. (e) In the event that the payment of any fine, penalty or similar charge in connection with any imposition or payment of Additional Rent which is the responsibility of Tenant hereunder is deemed to constitute taxable income to Landlord for federal, state or local income tax purposes, and the payment of such fine, penalty or similar charge or payment of Additional Rent does not result in an offsetting deduction to Landlord for federal, state or local income tax purposes, in the same amount and in the same taxable year as such taxable income is recognized, Tenant shall pay to Landlord upon demand an amount sufficient to hold Landlord and any affiliate of Landlord harmless from all taxes actually required to be paid with respect to the receipt or accrual of such payment and such amount, including interest and penalties in connection therewith, and additions thereto, and after taking into account any deductions to which Landlord and any affiliate of Landlord actually is entitled to and receives as a result of the payment of such fine, penalty or similar charge. (f) Tenant shall at all times during the Term of this Lease, at Tenant’s own cost and expense, perform and comply with all laws (Including Environmental Laws), statutes, treaties, rules, codes, orders, ordinances, regulations and requirements now or hereafter enacted or promulgated, of every government and municipality having jurisdiction over the Leased Property and of any agency thereof, and any applicable judgments, decrees, injunctions, writs, orders or like actions of any court, arbitrator or administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction (collectively, “Applicable Laws”) relating to the Leased Property, or the Improvements, or the facilities or equipment thereon or therein, or the streets, sidewalks, vaults, vault spaces curbs and gutters adjoining the Leased Property, or the appurtenances to the Leased Property, or the franchises and privileges connected therewith, whether or not such Applicable Laws so involved shall necessitate structural changes, improvements, interference with use and enjoyment of the Leased Property, replacements or repairs, extraordinary as well as ordinary, and Tenant shall do perform and comply whether or not such Applicable Laws shall now exist or shall hereafter be enacted or promulgated, and whether or not such Applicable Laws can be said to be within the present contemplation of the parties hereto. Tenant shall also observe and comply with the requirements of all permits relating to the Leased Property and all public liability, fire and other policies of insurance at any time in force with respect to the Leased Property which are either (a) purchased by the Tenant, and with orders, rules and regulations published by the Board of Fire Underwriters. (g) Tenant shall have the right to contest, by appropriate proceedings, any tax, charge, levy, assessment, lien or other encumbrance, and/or any law, rule, code, order, ordinance, regulation or other governmental requirement affecting the Leased Property, and to postpone payment of or compliance with the same during the pendency of such contest, provided that in the event of such postponement or payment or noncompliance: (i) Tenant shall not postpone the payment of any such tax, charge, levy, assessment, lien or other encumbrance for such length of time as shall permit the Leased Property, or any lien thereon created by such item being contested, to be sold by federal, state, county or municipal authority for the non-payment thereof; (ii) Tenant shall not postpone compliance with any such law rule, code, order, ordinance, regulation or other governmental requirement if Landlord will thereby be subject to civil liability or criminal prosecution, or if any municipal or other governmental authority shall commence a process according to carry out any work to comply with the same or to foreclose or sell any lien affecting all or part of the Leased Property which shall have arisen by reason of such postponement or failure of compliance; and (iii) Tenant shall pay, in a timely fashion, all Basic Rent and Additional Rent (other than any item of Additional Rent that Tenant is permitted to contest pursuant to this Lease, so long as Tenant satisfies all of the requirements of this Lease relating to such contest) which shall become due and payable under this Lease. (h) Tenant shall, at Tenant’s sole cost and expense, promptly and fully perform each and every covenant, condition, promise and obligation of the owner of the Leased Property under each and every reciprocal easement agreement, declaration, restriction, easement agreement, declaration, restriction, easement or other agreement now or hereafter in effect, whether recorded or unrecorded, affecting the Leased Property or any portion thereof, or the ownership, use, nonuse, occupancy, construction, repair, maintenance or rebuilding thereof (except for any mortgage affecting Landlord’s interest in the Leased Property or other liens created by Landlord).

Taxes and Other Charges; Law and Agreements. (a) Lessee shall pay and discharge, on or before the last day upon which the same may be paid without interest or penalty, all taxes, including any tax based upon or measured by gross rentals or receipts from the Leased Property, assessments, levies, fees, water and sewer rents, utility charges, all ground rents on or with respect to the Leased Property and other governmental and similar charges, including, without limitation, any payment in lieu of taxes, maintenance charges, vault charges, and license fees for the use of the vaults, chutes and similar areas adjoining the Land, and other governmental impositions, whether general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind or nature whatsoever, and whether or not the same shall have been within the express contemplation of the parties hereto, and any interest and penalties thereon, which are levied or assessed or are otherwise due during the Term (collectively, Taxes and Impositions) against (i) Lessor (upon Lessee obtaining Actual Knowledge thereof) and which relate to Lessor's ownership of the Leased Property, the use, occupancy, operation or possession of the Leased Property or any part thereof or the transactions contemplated by this Lease, including, if applicable, (A) state franchise or doing business taxes or the like but only those relating to or resulting solely from Lessor's ownership of the Leased Property and not any other property or any other activity of Lessor, and only to the extent Alabama Lease Agreement described in the second succeeding sentence and, in any event, excluding any state income taxes (B) transfer taxes relating solely to the conveyance of the Leased Property to or from Lessee or its affiliates or in connection with the exercise of Lessor's or Lessor's Mortgagee's remedies after an Event of Default hereunder, (ii) the Leased Property or this Lease or the interest of Lessee or Lessor therein or herein, (iii) Basic Rent or Additional Rent or other sums payable by Lessee hereunder, (iv) the use, occupancy, construction, repair or rebuilding of the Leased Property or any portion thereof, or (v) gross receipts from the Leased Property. If any Taxes and Impositions levied or assessed against the Leased Property may legally be paid in installments, Lessee shall have the option to pay such Taxes and Impositions in installments; provided, however, that upon the termination of the Term Lessee shall pay any such Taxes and Impositions which it has been paying in installments in full, on or prior to such termination date. Nothing in this Lease shall require payment by Lessee of: (i) any property or related taxes on the Lessor's fee interest in the Premises; (ii) of any franchise, estate, inheritance, succession, or transfer taxes (other than transfer taxesas set forth above), recording fees, or similar charges payable in connection with a conveyance hereunder to Lessee or in connection with Lessor's exercise of remedies after an Event of Default hereunder); (iii) net income or profits taxes of Lessor or anyone claiming by, through or under Lessor including without limitation (other than any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent or any other sums payable by Lessee hereunder or levied upon or assessed against the PremisesLeased Property), unless such taxes are in lieu of or a substitute in whole or in part for an income, profit or revenue tax of Lessor, but only to the extent of such substitution and only to the extent that such tax, assessment or other charge would be payable if the Premises were the only property of Lessor subject thereto); or (iv) any taxes imposed by any federal, state or local government Governmental Authority on, or measured by, the gross or net income of Lessor, tax preferences or dividends paid, taxes in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxes, unless any such tax is in lieu of or a substitute for any other tax or assessment upon or with respect to the PremisesLeased Property, which, if in which case such other tax or assessment were in effect, would be payable by Lessee hereunder. Lessee shall furnish Lessor and its lease hold interest in this Lease shall be subject to tax as otherwise imposed by applicable law. However, Lessor agrees that it will not impose any taxes, levies, fees or other impositions upon Lessee which are for Lessor's benefit and Mortgagee with receipts (or if receipts are not either aavailable, with copies of cancelled checks evidencing payment with receipts to follow promptly after they become available) mandated by state law, or b) generally applicable showing payment of Taxes and Impositions prior to the citizens or businesses within Frio Count which is not designed to place a disproportionate burden on Lessee or c) able to be passed back to Lessee's clients through higher per diem rates. Lessee shall pay any taxes assessed against trade fixturesapplicable delinquency date therefor, furnishings, equipment, or any other personal property belonging to Lessee for which it is not tax-exempt. Lessee shall use reasonable efforts to have its personal property taxed separately from the Premises, but if any of Lessee's personal property is taxed with the Premisesand, Lessee shall pay the portion of all such taxes attributable to the personal property of Lessee. Lessee shall furnish cause a tax service acceptable to Lessor promptly, and in any event within 20 days after the same becomes due Lessor's Mortgagee to provide Lessor and payable, proof Lessor's Mortgagee timely evidence of the payment by Lessee of any tax assessmentsuch Taxes and Impositions. Except for Taxes and Impositions paid by Lessee in installments as set forth above, fee, rent or charge Taxes and Impositions which is are payable by Lessee. Such taxes assessments, fees, water and sewer rents and other governmental charges Lessee shall be apportioned pro rata between Lessor and Lessee as of the date on which this Lease terminates or expires with terminates. Lessor shall endeavor to promptly forward to Lessee responsible for all such taxes, fees any tax bills received by Lessor that are Lessee's responsibility. Lessee shall establish and charges attributable maintain the Tax and Insurance Reserve Fund by and pursuant to the periods during which this Lease was in effect, and Lessor responsible for all such taxes, fees and charges attributable to periods thereafter. Lessor and Lessee agree to use reasonable efforts to cause bills for taxes and other assessments and all assessment notices with respect to the Premises to be sent directly to Lesseeterms of Article 13. (b) Lessee shall obtain and pay all charges for utility, communication and other services to the extent rendered or used during the Term on or about the PremisesLeased Property, whether or not payment therefor shall become due after the Term. (c) At Lessee's cost and expense, Lessee shall perform and comply with all Legal Requirements, whether or not such shall now exist or shall hereafter be enacted or promulgated, and whether or not such are within the present contemplation of Lessor or Lessee, whether or not such Legal Requirements shall necessitate structural changes, improvements, interference with use and enjoyment of the Leased Property, replacements or repairs, extraordinary as well as ordinary. Lessee shall, at Lessee's cost and expense, perform and comply with the terms of any easement granted or released pursuant to Article 21. Lessee shall, at its expense, comply with all provisions of insurance policies required pursuant to Article 13, and with the provisions of all contracts, agreements, instruments and restrictions affecting the Leased Property or any part thereof or its ownership, occupancy, use, operation or possession. Lessee shall comply with the Alabama Lease Agreement terms of and perform its obligations under any consent of Lessee to any assignment of this Lease to Lessor's Mortgagee. (d) If no default or Event of Default exists, and following written notice to the Lessor and Lessor's Mortgagee, Lessee may contest (including through abatement proceedings), in good faith and at its expense, by appropriate legal proceedings, any Taxes or Impositions, and/or any Legal Requirement affecting the Leased Property, and to postpone payment of or compliance with the same during the pendency of such contest, provided that (i) the commencement and continuation of such proceedings shall suspend the collection thereof from, and suspend the enforcement thereof against, Lessor and the Leased Property, (ii) no part of the Leased Property nor any Basic Rent or Additional Rent shall be interfered with or shall be in danger of being sold, forfeited, attached or lost, (iii) Lessee shall promptly and diligently prosecute such contest to a final settlement or conclusion, (iv) there shall be no risk of the imposition of civil or criminal liability or penalty on Lessor or Lessor's Mortgagee for failure to comply therewith, (v) Lessee shall satisfy any Legal Requirements, including, if required, that the Taxes and Impositions be paid in full before being contested, and (vi) at Lessor's option, Lessee shall have furnished Lessor with such security as Lessor shall reasonably request to insure payment of Taxes and Impositions and compliance with Legal Requirements. Lessee shall pay any and all judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof.

Taxes and Other Charges; Law and Agreements. (a) Lessee shall pay and discharge, on or before the last day upon which the same may be paid without interest or penalty, all taxes, including any tax based upon or measured by gross rentals or receipts from the Leased Property, assessments, levies, fees, water and sewer rents, utility charges, all ground rents on or with respect to the Leased Property and other governmental and similar charges, including, without limitation, any payment in lieu of taxes, maintenance charges, vault charges, and license fees for the use of the vaults, chutes and similar areas adjoining the Land, and other governmental impositions, whether general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind or nature whatsoever, and whether or not the same shall have been within the express contemplation of the parties hereto, and any interest and penalties thereon, which are levied or assessed or are otherwise due during the Term (collectively, Taxes and Impositions) against (i) Lessor (upon Lessee obtaining Actual Knowledge thereof) and which relate to Lessor's ownership of the Leased Property, the use, occupancy, operation or possession of the Leased Property or any part thereof or the transactions contemplated by this Lease, including, if applicable, (A) state franchise or doing business taxes or the like but only those relating to or resulting solely from Lessor's ownership of the Leased Property and not any other property or any other activity of Lessor, and only to the extent Pennsylvania Lease Agreement described in the second succeeding sentence and, in any event, excluding any state income taxes (B) transfer taxes relating solely to the conveyance of the Leased Property to or from Lessee or its affiliates or in connection with the exercise of Lessor's or Lessor's Mortgagee's remedies after an Event of Default hereunder, (ii) the Leased Property or this Lease or the interest of Lessee or Lessor therein or herein, (iii) Basic Rent or Additional Rent or other sums payable by Lessee hereunder, (iv) the use, occupancy, construction, repair or rebuilding of the Leased Property or any portion thereof, or (v) gross receipts from the Leased Property. If any Taxes and Impositions levied or assessed against the Leased Property may legally be paid in installments, Lessee shall have the option to pay such Taxes and Impositions in installments; provided, however, that upon the termination of the Term Lessee shall pay any such Taxes and Impositions which it has been paying in installments in full, on or prior to such termination date. Nothing in this Lease shall require payment by Lessee of: (i) any property or related taxes on the Lessor's fee interest in the Premises; (ii) of any franchise, estate, inheritance, succession, or transfer taxes (other than transfer taxesas set forth above), recording fees, or similar charges payable in connection with a conveyance hereunder to Lessee or in connection with Lessor's exercise of remedies after an Event of Default hereunder); (iii) net income or profits taxes of Lessor or anyone claiming by, through or under Lessor including without limitation (other than any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent or any other sums payable by Lessee hereunder or levied upon or assessed against the PremisesLeased Property), unless such taxes are in lieu of or a substitute in whole or in part for an income, profit or revenue tax of Lessor, but only to the extent of such substitution and only to the extent that such tax, assessment or other charge would be payable if the Premises were the only property of Lessor subject thereto); or (iv) any taxes imposed by any federal, state or local government Governmental Authority on, or measured by, the gross or net income of Lessor, tax preferences or dividends paid, taxes in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxes, unless any such tax is in lieu of or a substitute for any other tax or assessment upon or with respect to the PremisesLeased Property, which, if in which case such other tax or assessment were in effect, would be payable by Lessee hereunder. Lessee shall furnish Lessor and its lease hold interest in this Lease shall be subject to tax as otherwise imposed by applicable law. However, Lessor agrees that it will not impose any taxes, levies, fees or other impositions upon Lessee which are for Lessor's benefit and Mortgagee with receipts (or if receipts are not either aavailable, with copies of cancelled checks evidencing payment with receipts to follow promptly after they become available) mandated by state law, or b) generally applicable showing payment of Taxes and Impositions prior to the citizens or businesses within Frio Count which is not designed to place a disproportionate burden on Lessee or c) able to be passed back to Lessee's clients through higher per diem rates. Lessee shall pay any taxes assessed against trade fixturesapplicable delinquency date therefor, furnishings, equipment, or any other personal property belonging to Lessee for which it is not tax-exempt. Lessee shall use reasonable efforts to have its personal property taxed separately from the Premises, but if any of Lessee's personal property is taxed with the Premisesand, Lessee shall pay the portion of all such taxes attributable to the personal property of Lessee. Lessee shall furnish cause a tax service acceptable to Lessor promptly, and in any event within 20 days after the same becomes due Lessor's Mortgagee to provide Lessor and payable, proof Lessor's Mortgagee timely evidence of the payment by Lessee of any tax assessmentsuch Taxes and Impositions. Except for Taxes and Impositions paid by Lessee in installments as set forth above, fee, rent or charge Taxes and Impositions which is are payable by Lessee. Such taxes assessments, fees, water and sewer rents and other governmental charges Lessee shall be apportioned pro rata between Lessor and Lessee as of the date on which this Lease terminates or expires with terminates. Lessor shall endeavor to promptly forward to Lessee responsible for all such taxes, fees any tax bills received by Lessor that are Lessee's responsibility. Lessee shall establish and charges attributable maintain the Tax and Insurance Reserve Fund by and pursuant to the periods during which this Lease was in effect, and Lessor responsible for all such taxes, fees and charges attributable to periods thereafter. Lessor and Lessee agree to use reasonable efforts to cause bills for taxes and other assessments and all assessment notices with respect to the Premises to be sent directly to Lesseeterms of Article 13. (b) Lessee shall obtain and pay all charges for utility, communication and other services to the extent rendered or used during the Term on or about the PremisesLeased Property, whether or not payment therefor shall become due after the Term. (c) At Lessee's cost and expense, Lessee shall perform and comply with all Legal Requirements, whether or not such shall now exist or shall hereafter be enacted or promulgated, and whether or not such are within the present contemplation of Lessor or Lessee, whether or not such Legal Requirements shall necessitate structural changes, improvements, interference with use and enjoyment of the Leased Property, replacements or repairs, extraordinary as well as ordinary. Lessee shall, at Lessee's cost and expense, perform and comply with the terms of any easement granted or released pursuant to Article 21. Lessee shall, at its expense, comply with all provisions of insurance policies required pursuant to Article 13, and with the provisions of all contracts, agreements, instruments and restrictions affecting the Leased Property or any part thereof or its ownership, occupancy, use, operation or possession. Lessee shall comply with the Pennsylvania Lease Agreement terms of and perform its obligations under any consent of Lessee to any assignment of this Lease to Lessor's Mortgagee. (d) If no default or Event of Default exists, and following written notice to the Lessor and Lessor's Mortgagee, Lessee may contest (including through abatement proceedings), in good faith and at its expense, by appropriate legal proceedings, any Taxes or Impositions, and/or any Legal Requirement affecting the Leased Property, and to postpone payment of or compliance with the same during the pendency of such contest, provided that (i) the commencement and continuation of such proceedings shall suspend the collection thereof from, and suspend the enforcement thereof against, Lessor and the Leased Property, (ii) no part of the Leased Property nor any Basic Rent or Additional Rent shall be interfered with or shall be in danger of being sold, forfeited, attached or lost, (iii) Lessee shall promptly and diligently prosecute such contest to a final settlement or conclusion, (iv) there shall be no risk of the imposition of civil or criminal liability or penalty on Lessor or Lessor's Mortgagee for failure to comply therewith, (v) Lessee shall satisfy any Legal Requirements, including, if required, that the Taxes and Impositions be paid in full before being contested, and (vi) at Lessor's option, Lessee shall have furnished Lessor with such security as Lessor shall reasonably request to insure payment of Taxes and Impositions and compliance with Legal Requirements. Lessee shall pay any and all judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof.

Taxes and Other Charges; Law and Agreements. (a) Tenant shall pay and discharge, on or before the last day upon which the same may be paid without interest or penalty, all taxes, including any transaction privilege tax based upon or measured by gross rentals or receipts from the Leased Property, assessments, levies, fees, water and sewer rents and other governmental and similar charges, general and special, ordinary or extraordinary, and any interest and penalties thereon, which are levied or assessed during the Term of this Lease (including all of the taxes, assessments, fees, water and sewer rents and other governmental charges for the year in which this Lease is executed which are now a lien but not yet delinquent) against (i) Landlord and which relate to Landlord's ownership of the Leased Property, the use and occupancy of the Leased Property or the transactions contemplated by this Lease, (ii) Landlord's mortgagee and which relate to Landlord's mortgagee's interest in the Leased Property, the use and occupancy of the Leased Property or the transactions contemplated by this Lease, (iii) the Leased Property or the interest of Tenant or Landlord therein, (iv) Basic Rent, Additional Rent or any other amount payable by Tenant hereunder, (v) this Lease or the interest of Tenant or Landlord hereunder, (vi) the use, occupancy, construction, repair or rebuilding of the Leased Property or any portion thereof, or (vii) gross receipts from the Leased Property. If any tax or assessment levied or assessed against the Leased Property may legally be paid in installments, Tenant shall have the option to pay such tax or assessment in installments. Nothing in this Lease shall require payment by Lessee of: (i) any property or related taxes on the Lessor's fee interest in the Premises; (ii) Tenant of any franchise, estate, inheritance, succession, or transfer taxes (other than transfer taxestransfer, recording fees, or similar charges payable in connection with a conveyance hereunder to Lessee or in connection with Lessor's exercise of remedies after an Event of Default hereunder); (iii) net income or profits taxes of Lessor or anyone claiming by, through or under Lessor including without limitation (other than any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent or any other sums payable by Lessee hereunder or levied upon or assessed against the PremisesLandlord, unless such taxes are in lieu of or a substitute in whole or in part for an income, profit or revenue tax of Lessor, but only to the extent of such substitution and only to the extent that such tax, assessment or other charge would be payable if the Premises were the only property of Lessor subject thereto); or (iv) any taxes imposed by any federal, state or local government on, or measured by, the gross or net income of Lessor, tax preferences or dividends paid, taxes in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxes, unless any such tax is in lieu of or a substitute for any other tax or assessment upon or with respect to the PremisesLeased Property, which, if such other tax or assessment were in effect, would be payable by Lessee Tenant hereunder. Lessee and its lease hold interest in this Lease shall be subject to tax as otherwise imposed by applicable law. However, Lessor agrees that it will not impose any taxes, levies, fees or other impositions upon Lessee which are for Lessor's benefit and are not either a) mandated by state law, or b) generally applicable to the citizens or businesses within Frio Count which is not designed to place a disproportionate burden on Lessee or c) able to be passed back to Lessee's clients through higher per diem rates. Lessee shall pay any taxes assessed against trade fixtures, furnishings, equipment, or any other personal property belonging to Lessee for which it is not tax-exempt. Lessee shall use reasonable efforts to have its personal property taxed separately from the Premises, but if any of Lessee's personal property is taxed with the Premises, Lessee shall pay the portion of all such taxes attributable to the personal property of Lessee. Lessee Tenant shall furnish to Lessor promptlyLandlord, and in any event within 20 sixty (60) days after of the same becomes final due and payabledate of such tax or assessment for each of the Parcels, proof of the payment of any tax such tax, assessment, fee, rent or charge which is payable by LesseeTenant. Such taxes taxes, assessments, fees, water and sewer rents and other governmental charges shall be apportioned pro rata between Lessor Landlord and Lessee Tenant as of the date on which this Lease terminates or expires with Lessee responsible for all such taxes, fees and charges attributable to the periods during which this Lease was in effect, and Lessor responsible for all such taxes, fees and charges attributable to periods thereafter. Lessor and Lessee agree to use reasonable efforts to cause bills for taxes and other assessments and all assessment notices with respect to the Premises to be sent directly to Lesseeexpires. (b) Lessee Tenant shall obtain and pay all charges for utility, communication and other services to the extent rendered or used during the Term of this Lease on or about the PremisesLeased Property, whether or not payment therefor shall become due after the TermTerm of this Lease. (c) Tenant shall at all times during the Term of this Lease, at Tenant's own cost and expense, perform and comply with all laws, rules, orders, ordinances, regulations and requirements now or hereafter enacted or promulgated, of every government and municipality having jurisdiction over the Leased Property and of any agency thereof, relating to the Leased Property, or the improvements thereon, or the facilities or equipment thereon or therein, or the streets, sidewalks, vaults, vault spaces, curbs and gutters adjoining the Leased Property, or the appurtenances to the Leased Property, or the franchises -5- and privileges connected therewith, whether or not such laws, rules, orders, ordinances, regulations or requirements so involved shall necessitate structural changes, improvements, interference with use and enjoyment of the Leased Property, replacements or repairs, extraordinary as well as ordinary, and Tenant shall so perform and comply, whether or not such laws, rules, orders, ordinances, regulations or requirements shall now exist or shall hereafter be enacted or promulgated, and whether or not such laws, rules, orders, ordinances, regulations or requirements can be said to be within the present contemplation of the parties hereto. (d) Tenant shall have the right to contest, by appropriate legal proceedings, any tax, charge, levy, assessment, lien or other encumbrance, and/or any law, rule, order, ordinance, regulation or other governmental requirement affecting the Leased Property, and to postpone payment of or compliance with the same during the pendency of such contest, provided that (i) Tenant shall immediately furnish a bond, deposit (to be deposited in an interest-bearing account) or such similar security as Landlord or Landlord's mortgagee may reasonably require in an amount sufficient to assure such payment and/or compliance in full; (ii) Tenant shall not postpone the payment of any such tax, charge, levy, assessment, lien or other encumbrance for such length of time as shall permit the Leased Property, or any lien thereon created by such item being contested, to be sold by federal, state, county or municipal authority for the non-payment thereof; and (iii) Tenant shall not postpone compliance with any such law, rule, order, ordinance, regulation or other governmental requirement if Landlord will thereby be subject to civil liability or criminal prosecution, or if any municipal or other governmental authority shall commence a process according to applicable law to carry out any work to comply with the same or to foreclose or sell any lien affecting all or part of the Leased Property which shall have arisen by reason of such postponement or failure of compliance. (e) Tenant will pay and discharge, and indemnify and reimburse Landlord for its payment or discharge of, all taxes and other charges required to be paid and discharged by Landlord under any mortgage of Landlord's interest in the Leased Property.