Common use of Impositions Clause in Contracts

Impositions. Section 6.01. Tenant shall pay all Impositions (as defined in Section 6.02 herein) attributable to the Term (and Renewal Term(s), as applicable), as additional rent hereunder before any fine, penalty, interest or cost may be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all taxes, assessments, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water and sewer rents, rates and charges, vault taxes, excises, levies, license fees, permit fees, inspection fees and other authorization fees and other charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including all interest and penalties thereon unless attributable to the acts of Landlord), which at any time during or in respect of the Term may be assessed against, levied upon, confirmed or imposed on, or in respect of or to be a lien upon (i) the Premises or any part thereof, or any estate, right or interest therein, (ii) occupancy, use or possession of or activity conducted on the Premises or any part thereof, (iii) any Rental or other sum reserved or payable by Tenant hereunder, or (iv) this Lease, or Landlord in respect of this Lease or the Premises. Impositions shall not include Landlord's income, succession or other taxes personal to Landlord and not applicable to the Land or Building, or any recordation or other similar charges.

Impositions. Section 6.01. Tenant (a) Lessee shall pay all Impositions taxes (as defined in Section 6.02 herein) attributable to the Term including, but not limited to, any gross receipts, sales, real estate taxes, use and occupancy taxes, general intangibles taxes and personal property taxes (tangible and Renewal Term(sintangible), as applicablestamp taxes and all voluntary payments that may be paid or payable by Lessee in lieu thereof), as additional rent hereunder before any fineassessments (special or otherwise), penalty, interest or cost may be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all transit taxes, assessments, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water and sewer rents, rates and charges, vault county taxes, excises, levies, license feesimposts, duties, vault and other license, rent and permit fees, inspection fees and other authorization fees municipal and other governmental impositions, charges or other costs and withholdings, general and special, ordinary and extraordinary, unforeseen and of any kind and nature whatsoever, in each case whether general or specialtogether with any penalty, ordinary or extraordinaryfine, foreseen or unforeseen, addition to tax and interest thereon (herein sometimes collectively referred to as "IMPOSITIONS" and any of every character (including all interest and penalties thereon unless attributable to the acts of Landlordsame as an "IMPOSITION"), which at any time during or in respect of the Term may be assessed againstassessed, levied levied, confirmed, charged, laid, imposed upon, confirmed or imposed on, become due and payable out of or in respect of of, or to be become a lien upon Lien on (i) any Property or any part thereof, (ii) any appurtenance to any Property, (iii) the Premises construction, financing, ownership, operation, use, condition, maintenance, repair, leasing, or subleasing of the Improvements or any portion thereof, (iv) any personal property located at any Property, (v) any rent or other income received by Lessee from subtenants, licensees or other users or occupants of any Property or any part thereof, (vi) any occupancy, use or possession of any Property or any part thereof, or any estatestreets, right sidewalks, alleys or interest thereinvaults, (ii) occupancy, use or possession of or activity conducted on the Premises or any part thereof, adjoining any Property, or any activity conducted thereon or sales or rentals therefrom, (iiivii) any Rental the payment of the principal of or interest or premium on, or other sum reserved or payable by Tenant hereunderamounts with respect to, the Notes, or (ivviii) otherwise with respect to the Operative Documents or the transactions contemplated thereby. Such payments shall be made by Lessee directly to the applicable authority and before any fine, penalty, interest, cost or imposition shall become due or be imposed by operation of law. Lessee shall furnish to Lessor and Agent, promptly but in any case within ten (10) Business Days after written request by either Lessor or Agent, proof of the payment of any Imposition which is payable by Lessee and, upon written demand of either Lessor or Agent, proof of the filing of all returns and other materials required in connection therewith. (b) If, under Applicable Laws, any Imposition payable by Lessee hereunder may be paid in installments, Lessee may pay the same in installments and in such event shall pay each such installment as may become due before the date when such installment would become delinquent or any fine, penalty, further interest or cost may be added thereto. To the extent that the same may be permitted by Applicable Laws, Lessee shall have the right to apply for the conversion of any Imposition to make the same payable in annual installments over a period of years, and upon such conversion, Lessee shall be obligated to pay and discharge said periodic installments as required by this LeaseSECTION; provided, or Landlord however, that in respect the event Lessee elects to surrender the Premises upon the expiration of the Term in accordance with SECTION 33.1(A) hereof, an amount equal to all unpaid installments shall be immediately due and payable by the Lessee on the Expiration Date. (c) Nothing in this Lease shall require Lessee to pay any local, state, federal or foreign income taxes assessed against Lessor, any Noteholder, local, state or federal capital levy, gross receipts (other than in the Premises. Impositions shall not include Landlord's incomenature of a rent, sales or occupancy tax), estate, succession or other inheritance taxes personal to Landlord and not applicable to the Land imposed on Lessor, any Noteholder or Building, or any recordation or other similar charges.corporation franchise taxes,

Impositions. Section 6.01. 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay all Impositions (as defined in Section 6.02 herein) attributable and discharge not later than the due date therefor and prior to the Term (and Renewal Term(s), as applicable), as additional rent hereunder before date any fine, penalty, interest or cost may be added thereto for the non-payment. Tenant agrees to furnish to Landlordpayment thereof, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all taxes, assessments, and other governmental charges applicable to the Landwater rents, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water storm and sewer rents, rates rents and charges, vault taxesduties, excises, leviesimpositions, license fees, and permit fees, inspection fees regulatory application fees, assessments payable to any owner’s association or similar entity, governmental levies and other authorization fees charges, and other charges or other costs for public utilities of any nature whatsoeverkind, in each case whether general together with any interest or specialpenalties imposed upon the late payment thereof (except to the extent resulting from Landlord’s negligence or willful misconduct), ordinary which, pursuant to past, present or extraordinaryfuture Applicable Law, foreseen during, prior to or unforeseen, of every character after (including all interest and penalties thereon unless but attributable to a period falling prior to or within) the acts of Landlord)Term, which at any time during shall have been or in respect of the Term may shall be assessed againstlevied, levied uponcharged, confirmed assessed, imposed upon or imposed on, grow or in respect become due and payable out of or to be for or have become a lien upon (i) the Premises or any part thereof, or any estate, right or interest therein, (ii) occupancy, use or possession of or activity conducted on the Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant or on account of any use of the Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or improvement district in connection with the use or operation by Tenant of the Premises, any Facility, and the Tenant’s Personal Property, and any interest and penalties assessed in connection therewith as a result of late payment or non-payment of any of the foregoing (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”); provided, however, that Tenant’s obligation to pay directly to the applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be suspended at Landlord’s election, and in such event Tenant shall comply with the terms and provisions of Section 3.5 hereof (in which case Landlord or Mortgagee shall make such payments and shall be responsible for all fines, penalties, interest and costs arising out of the late payment or nonpayment thereof, except to the extent such amounts arise as a result of (i) an Event of Default or (ii) an event of default by Tenant or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a party). Notwithstanding anything herein to the contrary, Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord, any intangibles or transfer tax payable as a result of any financing, refinancing, transfer or exchange of the Premises by Landlord (except for transfers to or from Tenant, an Operating Subtenant or any of their Affiliates), or any income, profits or revenue tax upon the income of Landlord, and none of the foregoing shall constitute an Imposition for purposes hereof. The foregoing exclusions shall not include any nursing home privilege or similar taxes on the business operations at the Facilities, which shall be the responsibility of Tenant. Tenant, upon request from Landlord, shall submit to Landlord the proper and sufficient receipts or other evidence of payment and discharge of the same; provided, however, Tenant shall not be required to furnish such receipts or other evidence for payment with respect to Real Estate Taxes or with respect to Impositions that are being contested in accordance with this Section. If any Impositions are not paid when due from Tenant under this Lease (other than Real Estate Taxes), Landlord shall have the right, but shall not be obligated, to pay the same following written notice to Tenant of such payment, provided Tenant is not contesting the same pursuant to a right to do so herein. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Supplementary Rent hereunder. Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or to prevent jeopardizing any license, permit or certification, including, without limitation, any Health Care License or Medicare and Medicaid certifications under Titles XVIII and XIX of the Social Security Act of 1935, as amended, because of nonpayment thereof, Tenant shall pay the amount in question prior to initiating the contest. Tenant’s right to contest is conditioned upon the following: (i) such contest is done at Tenant’s sole cost and expense, (ii) nonpayment will not subject the Premises or any part thereof to sale or other liability by reason of such nonpayment, (iii) such contest shall not subject Landlord or any Rental Mortgagee to the risk of any criminal or other sum reserved or payable by Tenant hereundercivil liability, or and (iv) this LeaseTenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage or any loan documents in connection therewith to ensure payment of such contested Impositions. Upon request, or Tenant shall keep Landlord in respect advised as to the status of this Lease or such contest. Subject to the Premises. Impositions shall not include Landlord's incomeprovisions of clauses (i) through (iv) above, succession or other taxes personal Landlord agrees to execute and deliver to Tenant any and all documents reasonably acceptable to Landlord and not applicable otherwise required for such purpose and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest, to the Land extent that the same relate to the period of the Term, then Landlord shall remit the same to Tenant. Section 3.3 To the extent permitted by Applicable Law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in annual installments over a period of years. Tenant shall pay all such deferred installments prior to the expiration or Buildingsooner termination of the Term, notwithstanding that such installments shall not then be due and payable, unless such installments relate in part to any fiscal period after the Expiration Date (and no interest, penalties or other fees are imposed on Landlord as a result of such deferred installments); provided, however, that all Impositions relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, or relating to any recordation special assessment for physical improvements with a useful life that extends beyond the expiration of the Term, shall (whether or other similar chargesnot such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay at its own expense (and not from the Imposition Reserve Fund) that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof (which amount Landlord shall be entitled to withdraw from the Imposition Reserve Fund to the extent funds are available therein).

Impositions. Section 6.014.01. Tenant shall pay all Impositions (Except as defined in Section 6.02 otherwise specifically provided herein) attributable to the Term (and Renewal Term(s), as applicable), as additional rent hereunder before any fine, penalty, interest or cost may be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have pay, as hereinafter provided, all of the option to pay such assessment following items (including without limitation all assessments for public improvements or benefitscollectively, "Impositions") imposed by any Governmental Authority (other than a Governmental Authority acting in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between its capacity as Landlord and Tenant. Section 6.02. As used hereinnot in its governmental capacity): (a) real property assessments (not including Taxes), the term "Impositions" means all taxes, assessments, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any (b) personal property used in connection therewithtaxes (except as otherwise specifically provided herein), whether federal(c) occupancy and rent taxes (except as otherwise specifically provided herein), state, county, municipal or other authority(d) water, water meter and sewer rents, rates and charges, vault taxes, (e) excises, (f) levies, (g) license fees, and permit fees, inspection fees (h) service charges with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, if any, (i) fines, penalties and other authorization fees similar or like governmental charges applicable to the foregoing and any interest or costs with respect thereto and (j) except for Taxes, any and all other charges governmental levies, fees, rents, assessments or other costs taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, in each case whether general and any interest or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including all interest and penalties thereon unless attributable to the acts of Landlord)costs with respect thereto, which at any time during the Term are, or, if the Premises or any part thereof or the owner thereof were not exempt therefrom, would have been (1) assessed, levied, confirmed, imposed upon or would have become due and payable out of or in respect of, or would have been charged with respect to, the Premises or any document to which Tenant is a party creating or transferring an interest or estate in the Premises (excluding any transfer taxes (unless required by statute to be paid by the grantee or transferee where the grantor or transferor is exempt therefrom) or capital gains taxes imposed in connection with the execution of this Lease), or the use and occupancy thereof by Tenant and (2) encumbrances or liens on (i) the Premises, or (ii) the sidewalks or streets in front of or adjoining the Premises, or (iii) any vault (other than a vault in respect of which a utility company is obligated to pay any charge specified above or which is exempt from any such charge by reason of use thereof by any such utility company), passageway or space in, over or under such sidewalk or street, or (iv) any other appurtenances of the Premises, or (v) any personal property (except personal property which is not owned by or leased to Tenant and except as otherwise specifically provided herein), Equipment or other facility used in the operation thereof, or (vi) except as otherwise specifically provided herein, the Rental (or any portion thereof) payable by Tenant hereunder, each such Imposition, or installment thereof, during the Term to be paid not later than five (5) Business Days prior to the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, provided that all such installment payments together with applicable interest, if any, relating to periods prior to the date definitely fixed in Article 2 hereof for the expiration of the Term shall be made prior to the Expiration Date. Tenant shall promptly notify Landlord if Tenant shall have elected to pay any such Imposition in installments. Section 4.02. Tenant, from time to time upon the request of Landlord, shall promptly furnish to Landlord copies of official receipts of the appropriate imposing authority, or other evidence reasonably satisfactory to Landlord, evidencing the payment thereof. (a) If the Premises shall at any time become subject to Taxes, Landlord shall pay the Taxes on or before the due date thereof In no event shall Tenant be obligated to pay Taxes. Landlord shall have the right to contest the imposition of Taxes, at Landlord's expense, and pending such contest, if permitted by applicable law, Landlord shall not be required to pay the Taxes being so contested, unless failure to pay same would result in the imminent loss or forfeiture of the Premises or the termination of Tenant's interest under this Lease or if Tenant would by reason thereof be subject to any civil or criminal penalty or liability. If Landlord shall exercise its right to contest the imposition of Taxes, Landlord shall promptly notify Tenant of such contest, and, at Tenant's request, shall promptly deliver to Tenant copies of all applications, protest and other documents submitted by Landlord to (or received by Landlord from) any Governmental Authority. Any such proceeding by Landlord shall be commenced as soon as is reasonably possible and shall be prosecuted to final adjudication with reasonable dispatch. Landlord shall not, without Tenant's consent, enter into a settlement of any such contest if such settlement would increase the amount of PILOT payable by Tenant under this Lease or would alter the method for computing or affect the timing for payment of PILOT. If Landlord shall have failed to pay the Taxes as required hereunder and shall not have timely commenced a proceeding to contest same, or shall have timely commenced a proceeding to contest the Taxes but failure to pay the Taxes during the pendency of such proceeding will result in the imminent loss or forfeiture of the Premises or the termination of Tenant's interest under this Lease or Tenant would by reason thereof be subject to any civil or criminal penalty or liability, then Tenant may pay such unpaid Taxes together with any interest or penalties thereon and deduct such payment from the next installment of PILOT (and, to the extent, if any, that such payment shall exceed the next installment of PILOT, from the next installment(s) of Base Rent) together with interest thereon at the Involuntary Rate. (b) Nothing herein contained shall require Tenant to pay municipal, state or federal income, gross receipts, inheritance, estate, succession, profit, transfer, capital or transfer gains taxes of Landlord, or any corporate franchise tax imposed upon Landlord or any transfer or gains tax imposed on Landlord. Section 4.04. Any Imposition relating to a period a part of which is included within the Term and a part of which is included in a period of time before the Commencement Date or after the date fixed in Article 2 hereof for the expiration of the Term (whether or not such Imposition shall be assessed againstassessed, levied uponlevied, confirmed or confirmed, imposed on, upon or in respect of or to be become a lien upon the Premises, or shall become payable, during the Term) shall be apportioned between Landlord and Tenant as of the Commencement Date or as of the date fixed for the expiration of the Term, as the case may be, so that Tenant shall pay that portion of such Imposition which that part of such fiscal period included in the period of time after the Commencement Date or before such date fixed in Article 2 for the expiration of the Term bears to such fiscal period, and Landlord shall pay the remainder thereof. Other than in respect of Impositions relating, in part, to a period of time before the Commencement Date, no such apportionment of Impositions shall be made if this Lease is terminated prior to the Expiration Date as the result of an Event of Default. Section 4.05. Tenant shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, in which event, notwithstanding the provisions of Section 4.01 hereof, payment of such Imposition shall be postponed if, and only as long as: (ia) neither the Premises or nor any part thereof, or interest therein or any estate, right income therefrom (except to the extent covered by security deposited in accordance with this Section 4.05) or interest therein, (ii) occupancy, use or possession any other assets of or activity conducted funds appropriated to Landlord would by reason of such postponement or deferment, be, in the reasonable judgment of Landlord, in imminent danger of being forfeited or lost or subject to any lien, encumbrance or charge, and neither Landlord nor Tenant would by reason thereof be subject to any civil or criminal liability; and (b) With respect to any Imposition in excess of $1,000,000 (as such amount shall be increased as provided in Section 7.02(a)), Tenant shall have deposited with Depository, cash or other security satisfactory to Landlord in an amount equal to the amount by which (i) the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Premises or any part thereofthereof in such proceedings exceeds (ii) $1,000,000 (as such amount shall be increased as provided in Section 7.02(a)). Upon the termination of such proceedings, it shall be the obligation of Tenant to pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (iii) any Rental including attorneys' fees and disbursements), interest, penalties or other sum reserved liabilities in connection therewith, and upon such payment, Depository shall return, with interest, if any, any amount deposited with it as aforesaid, provided, however, that Depository at Tenant's request or upon Tenant's failure to do so in a timely manner, at Landlord's request, shall disburse said moneys on deposit with it directly to the Governmental Authority to whom such Imposition is payable and any remaining monies, with interest, if any, shall be returned promptly to Tenant. If, at any time during the continuance of such proceedings, Landlord shall, in its reasonable opinion, deem insufficient the amount deposited as aforesaid, Tenant, within fifteen (15) days after demand, shall make an additional deposit of such additional sums or other acceptable security as Landlord may request, and upon failure of Tenant to do so, the amount theretofore deposited may be applied at the request of Landlord to the payment, removal and discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees (including attorneys' fees and disbursements) or other liability accruing in any such proceedings, and the balance, if any, with any interest earned thereon, shall be returned to Tenant or the deficiency, if any, shall be paid by Tenant hereunderto Landlord within ten (10) days after demand. Section 4.06. Tenant shall have the right to seek a reduction in the valuation of the Premises assessed for Taxes and to prosecute any action or proceeding in connection therewith, provided that no such action or (iv) this Leaseproceeding shall postpone Tenant's obligation to pay any Imposition except in accordance with the provisions of Section 4.05 hereof. Except to the extent provided in Section 3.03 hereof, no such action or proceeding shall affect Tenants obligation to pay any installment of PILOT. Section 4.07. Landlord in respect of this Lease or the Premises. Impositions shall not include be required to join in any proceedings referred to in Sections 4.05 or 4.06 hereof unless the provisions of any law, rule or regulation at the time in effect shall require that Landlord join in such proceedings or that such proceedings be brought by or in the name of Landlord, in which event, Landlord shall join and cooperate in such proceedings or permit the same to be brought in its name but shall not be liable for the payment of any costs or expenses in connection with any such proceedings and Tenant shall reimburse Landlord for any and all costs or expenses which Landlord may reasonably sustain or incur in connection with any such proceedings, including reasonable attorneys' fees and disbursements. If the provisions of such law, rule or regulation at the time in effect shall require that Master Landlord join in such proceedings or that such proceedings be brought by or in the name of Master Landlord, Landlord shall use reasonable efforts to cause Master Landlord to join and cooperate in such proceedings or permit the same to be brought in the name of Master Landlord, provided that Master Landlord shall not be liable for the payment of any costs or expenses in connection with any such proceedings and Tenant shall reimburse Master Landlord for any and all costs and expenses which Master Landlord may reasonably sustain or incur in connection with any such proceedings, including reasonable attorneys' fees and disbursements. In the event Tenant shall institute a proceeding referred to in Sections 4.05 or 4.06 hereof and no law, rule or regulation in effect at the time requires that Landlord join in such proceedings or that such proceeding be brought by and/or in the name of Landlord, Landlord, nevertheless, shall, at Tenant's income, succession or other taxes personal to Landlord cost and not applicable subject to the Land reimbursement provisions hereinabove set forth, cooperate with Tenant in such proceeding. Section 4.08. Any certificate, advice or Buildingbill ▇▇ the appropriate official designated by law to make or issue the same or to receive payment of any Imposition asserting non-payment of such Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or any recordation bill, ▇▇ the time or other similar chargesdate stated therein.

Impositions. Section 6.01. Tenant shall covenants to pay all Impositions (as defined in Section 6.02 herein) attributable throughout the Term, directly to the Term (and Renewal Term(s)appropriate Governmental Authority or to the appropriate party, as applicable), as additional rent hereunder before any fine, penalty, interest or cost may be added thereto for non-payment. the nonpayment thereof, any and all taxes and amounts payable under a certain Tax Increment Financing Agreement by and between the Landlord and the Tenant agrees dated November 20, 2007 (the “TIF Agreement”), and payments in lieu of taxes required to furnish to be paid under any agreement with the Landlord, within thirty assessments (30) days after written demand thereforincluding, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installmentsbut not limited to, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Termterm of this Lease), with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used hereinwater, the term "Impositions" means all taxes, assessments, sewer and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water and sewer rents, rates and charges, vault taxescharges for public utilities, excises, levies, license fees, licenses and permit fees, and inspection fees and other authorization fees charges (imposed by a Governmental Authority or otherwise), general and other charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or and extraordinary, foreseen or and unforeseen, of every character (including all interest any kind and penalties thereon unless attributable to the acts of Landlord)nature whatsoever, which at any time during the Term are assessed, levied, confirmed, imposed upon, or grow or become due or payable out of or in respect of the Term may be assessed against, levied upon, confirmed or imposed onof, or in respect of or to be become a lien upon on (ia) the Premises or any part thereofLand, or any estate, right or interest therein, (ii) occupancy, use or possession of or activity conducted on the Premises or any part thereof, (iiib) any Rental or other sum payments reserved or payable hereunder or any other sums payable by the Tenant hereunder, or (ivc) this Lease, or Landlord in respect of this Lease or the Premises. Impositions leasehold estate hereby created, or which arise in respect of the operation, possession, occupancy or use of the Land (all of which taxes, payments in lieu of taxes, assessments, charges, interest, penalties or like charges are sometimes hereinafter referred to collectively as “Impositions” and individually as an “Imposition”); provided, however, that: (i) If, by law, any Imposition is or may be payable, at the option of the taxpayer, in installments, the Tenant may pay such Imposition in installments (with any accrued interest due and payable on the unpaid balance of the Imposition) and shall pay each such installment as the same respectively becomes due and before any fine, penalty, further interest or cost may be added thereto. (ii) Impositions, whether or not include Landlord's incomea lien upon the Land, succession or other taxes personal to shall be apportioned between the Landlord and not applicable to the Tenant at the beginning and at the end of the Term, and the Tenant shall pay only such Impositions which are assessed against the Land with respect to any tax year which falls within the Term. The Tenant hereby waives any claim that it is or Building, or any recordation or other similar chargesmay become exempt from obligations relating to Impositions based upon the Landlord’s status as a Governmental Authority.

Impositions. Section 6.01. (a) Tenant shall, before interest or penalties are due thereon, pay and discharge or cause the payment and discharge of all taxes (including real and personal property, franchise, sales, use, gross receipts and rent taxes), all charges for any Easement Agreement maintained for the benefit of any of the Premises, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to any of the Premises, all ground rents and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant's leasehold interest in the Premises, (iii) any of the Premises, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of any of the Premises, any activity conducted on any of the Premises, or the Rent, or (v) the 3-acre Parcel, including any Easement Agreement in connection therewith, for so long as the Town of Bedford, Massachusetts does not recognize the 3-acre Parcel as a separate and distinct tax lot and does not issue a separate tax ▇▇▇▇ in connection therewith (collectively, the "Impositions"); provided, that nothing herein shall obligate Tenant to pay all Impositions (as defined A) income, excess profits or other taxes of Landlord which are determined on the basis of Landlord's net income or net worth (unless such taxes are in Section 6.02 herein) attributable lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Term (and Renewal Term(s)Premises which, as applicable)if it were in effect, as additional rent hereunder before any fine, penalty, interest or cost may would be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord or (C) any capital gains tax imposed on Landlord in this Article 6connection with the sale of the Premises to any Person. In the event that If any Imposition becomes due and payable during the Term and may be legally paid in installmentsinstallments without interest or penalty, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) Imposition in installments, and ; in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in Term or are attributable to any period prior to the case expiration or termination of fractional yearsthis Lease. Any Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which are attributable in part may be issued by any governmental authority within ten (10) days after Tenant's receipt thereof, (2) receipts for or evidence of payment of all taxes required to be paid by Tenant hereunder within thirty (30) days after the Term due date thereof and (3) receipts for payment of all other Impositions within ten (10) days after Landlord's request therefor. (b) Following the occurrence of an Event of Default Tenant shall pay to Landlord such amounts (each an "Escrow Payment") quarterly together with payments of Basic Rent so that there shall be equitably apportioned between Landlord and Tenant. Section 6.02in an escrow account an amount sufficient to pay the Escrow Charges (as hereinafter defined) as they become due. As used herein, the term "ImpositionsEscrow Charges" means all taxes, assessments, shall mean real estate taxes and other governmental charges applicable assessments on or with respect to the LandPremises or payments in lieu thereof and premiums on any insurance required by this Lease and any reserves for capital improvements, deferred maintenance and repair reasonably required by any Lender. Landlord shall reasonably determine the amount of the Escrow Charges (it being agreed that such amounts shall equal any corresponding escrow installments required to be paid by Landlord to a Lender as a result of an Event of Default) and the amount of each Escrow Payment. As long as the Escrow Payments are being held by Landlord, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal Escrow Payments shall not be commingled with other funds of Landlord or other authority, water Persons and sewer rents, rates interest thereon shall accrue for the benefit of Tenant from the date such monies are received and charges, vault taxes, excises, levies, license fees, permit fees, inspection fees and other authorization fees and other charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including all interest and penalties thereon unless attributable invested until the date such monies are disbursed to pay Escrow Charges. Landlord shall apply the Escrow Payments to the acts payment of Landlord), which the Escrow Charges in such order or priority as Landlord shall determine or as required by law. If at any time during or in respect the Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of the Term may be assessed againstEscrow Charges, levied uponTenant, confirmed or imposed on, or in respect of or to be a lien upon within ten (i10) the Premises or any part thereof, or any estate, right or interest therein, (ii) occupancy, use or possession of or activity conducted on the Premises or any part thereof, (iii) any Rental or other sum reserved or payable by Tenant hereunder, or (iv) this Lease, or Landlord in respect of this Lease or the Premises. Impositions shall not include business days after Landlord's incomedemand therefor, succession or other taxes personal shall pay the amount of the deficiency to Landlord and not applicable to the Land or Building, or any recordation or other similar chargesLandlord.

Impositions. Section 6.014.01. Tenant shall pay all Impositions (as defined in Section 6.02 herein) attributable Subject to the Term (and Renewal Term(s)provisions of this Article IV, as applicable)Tenant agrees to pay, as additional rent hereunder rent, prior to delinquency and before any fine, penalty, interest or cost may be added for the non-payment. Tenant agrees payment thereof, but subject to furnish certain reimbursement by Landlord pursuant to LandlordSection 4.09, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all taxes, assessments, excises, levies, license and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authoritypermit fees, water and sewer rents, rates and charges, vault transit taxes, charges for public utilities (whether governmental or nongovernmental), and all other governmental charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever; including assessments for public improvements or benefits, which at any time prior to or during the term of this Lease are laid, assessed, levied, confirmed, imposed upon, or become due and payable out of or in respect of, or become a lien on: (i) the Shopping Centers or any part thereof or any personal property, equipment or other facility located thereon or used in the operation thereof (other than Landlord's personal property in Landlord's Buildings); or (ii) rent, income or other payments received from the Shopping Centers by Tenant or anyone claiming by, through or under Tenant; or (iii) any use, occupancy or operation of the Shopping Centers or any rights, obligations, easements and franchises as may now or hereafter be appurtenant or appertain to the Shopping Centers; or (iv) this transaction or any document to which Tenant is a party creating or transferring an estate or interest in the Shopping Center (provided, however, any subsequent conveyance by Landlord of Landlord's interest in the Demised Premises or this Lease as to which a transfer tax is imposed shall not be payable by Tenant); or (v) the Rent payable hereunder to Landlord or as to any payments payable by Tenant to any third party, as for example, any tax payable in any State similar to the Florida sales tax on rents or the Philadelphia, Pennsylvania business tax on gross receipts; or (vi) any tax, license fee or levy on a tenant's use and/or occupancy or on a Tenant's leasehold interest, such as in Philadelphia, Pennsylvania (all of which taxes, assessments, water and sewer rents, rates and charges, transit taxes, charges for public utilities, excises, levies, license fees, permit fees, inspection fees and other authorization fees governmental charges described in the preceding portion of this Section 4.01 are hereinafter collectively referred to as "Impositions" or singly as an "Imposition"). Any Imposition relating to a fiscal period of the taxing authority encompassing a period after the end of this Lease a part of which period is included within the term of this Lease shall be adjusted as between Landlord and Tenant as of the expiration of the term of this Lease by effluxion; Landlord shall pay the portion of Impositions attributable to any period subsequent to the expiration by effluxion of the term of this Lease, and Tenant shall pay the portion attributable to any period during the term of this Lease; provided that to the extent any Impositions for the payment of which Tenant is liable under clause (v) hereinabove is measured by Landlord's income, Tenant's liability therefor shall be computed on the assumption that Landlord has no property other charges than the applicable Shopping Center subject to such Imposition and no income other than the income from the applicable Shopping Center. Notwithstanding the foregoing definition, but subject to Article II, the expression "Impositions" which Tenant shall be liable to pay under this Lease shall not include the Impositions on any Landlord's Building if it is being assessed and taxed as a separate and independent tax lot by the taxing authorities at the date of this Lease or other costs which is so taxed in the future resulting from an application by Landlord for a separate tax subdivision and as a separate and independent tax parcel. Section 4.02. Nothing herein contained shall require Tenant to pay municipal, state or federal income taxes imposed on Landlord in respect of Landlord's income or in respect of any nature whatsoeverfederal or state estate tax, succession tax, inheritance tax or (other than as stated in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character clause (including all interest and penalties thereon unless attributable to the acts iv) in Section 4.01) transfer taxes of Landlord), which or corporation franchise taxes imposed upon any corporate owner of Landlord's interest in the Demised Premises or the Shopping Centers; provided, however, that if at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term of this Lease shall be altered so that in lieu of or substitute for or a recharacterization of the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate (including by imposition of new taxes), there shall be imposed, (i) a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the rents received from the Demised Premises, or (ii) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon the income from the Demised Premises, or (iii) a license fee measured by the rent payable under this Lease, then all such taxes, assessments, levies, impositions or charges or the part thereof so measured or based, shall be deemed to be included within "Impositions", and Tenant shall pay and discharge the same as herein provided in respect of the Term payment of Impositions; provided, however, that to the extent any Impositions for the payment of which Tenant is liable under clauses (i), (ii), or (iii) hereinabove is measured by Landlord's income, Tenant's liability therefor shall be computed upon the assumption that Landlord has no properties other than the Shopping Center subject to such Impositions. Section 4.03. Subject to Section 4.07, if, by law, any Imposition may at taxpayer's option be paid in installments, then provided no Event of Default is continuing, Tenant may exercise the option to pay (and which shall include accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall make such payments as they become due during the term of this Lease and prior to delinquency and before any fine, penalty, further interest or cost may be assessed againstadded thereto, levied uponexcept that, confirmed if an Event of Default under this Lease shall occur, Tenant shall, on demand, promptly pay the remaining installments together with accrued interest, if any. Section 4.04. The certificate, advice or imposed on▇▇▇▇ of the non-payment of any such Imposition made or issued by the appropriate official designated by law to make or issue the same or to receive payment of any such Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or ▇▇▇▇. Section 4.05. As between the parties hereto, Tenant alone, so long as Tenant is contesting the Impositions in accordance with the terms of this Lease, shall have the duty of attending to, making or filing any petition, declaration, statement or report provided or required by law as the basis of or in connection with the contest, determination, equalization, reduction or payment of any Imposition which is to be borne, paid or may become payable by Tenant, and Landlord shall not be or become responsible therefor, nor for the contents of any such petition, declaration, statement or report. However, Landlord shall have the privilege, at its option and cost and in its discretion, to voluntarily participate in or assume or share any of such responsibilities to whatever extent Landlord desires, all without diminishing Tenant's duty to pay the Impositions. Section 4.06. Tenant shall have the right to contest or object to the amount or validity of any Imposition by appropriate legal proceedings pursued diligently and in good faith, but Tenant shall pay the Imposition timely and this right to contest shall not be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay any such Imposition at the time and in the manner stated in other Sections in this Article. Nothing contain in this Lease shall be deemed to require Tenant to pay, or in respect of or cause to be a lien upon paid, any Impositions so long as Tenant is in good faith and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided in each case, at the commencement of such action or proceeding, and during the pendency thereof, (i) no Event of Default shall exist, (ii) Tenant shall keep Landlord apprised of the status of such contest, (iii) such contest operates to suspend collection and enforcement of the contested Impositions, (iv) such contest continues to be prosecuted continuously and with diligence and (vi) the amount of the contested Imposition, together with any lien, interest or penalties relating thereto, is bonded to the reasonable satisfaction of Landlord or the funds for any such payment are otherwise escrowed with Landlord. Tenant shall notify Landlord of all such contests at least ten (10) days prior to the filing of the protest or proceeding. Landlord shall not be required to join and cooperate in any such proceedings unless necessary to do so in order to prosecute such proceedings and Landlord will not be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings brought by Tenant. If Tenant shall not be contesting any Impositions, nothing in this Section shall be in derogation of Landlord's right to contest or appeal or negotiate for reduction, at Tenant's expense, any Impositions payable in whole or in part during the term of this Lease, by legal proceedings or in such other manner as may be available to Landlord; provided, however, if Landlord brings the proceeding without Tenant, Tenant shall not be liable for expenses in an amount exceeding (i) the Premises or any part thereofamount of the refund Tenant receives, if any, or any estate, right or interest therein, (ii) occupancythe value of the benefits Tenant realizes from Landlord's contest, use whichever of (i) or possession (ii) is greater; and Landlord shall notify Tenant of such proceedings. Section 4.07. At the date of this Lease Tenant will pay to Landlord or activity conducted on the Premises if Landlord or any part thereofMortgagee so designates by written notice to Tenant to any Mortgagee (as hereinafter defined) initially an amount sufficient which, when added to the monthly payments to be made subsequently by Tenant to Landlord or any Mortgagee on an ongoing basis throughout the term of this Lease, as described hereinafter in this Section, will place in one or more segregated (iiiwhich may be a book entry subaccount) interest bearing accounts designated by Landlord or any Rental or other sum reserved or Mortgagee in writing to Tenant, immediately available Federal funds at least thirty (30) days before the next Impositions payable by Tenant hereunderhereunder are in the aggregate and severally payable to the tax authorities, all the moneys sufficient to pay in full such Impositions which will be due. After paying the initial amount described in the immediately preceding sentence, Tenant shall pay to Landlord or (iv) upon written notice to Tenant to any Mortgagee, throughout the term of this Lease, as additional rent, monthly payments, at the same time that the monthly installments of Basic Rent are payable, amounts reasonably estimated by Landlord or any Mortgagee (such estimates to be based upon historical and projected bills for Impositions) so as to place in the escrow account or accounts thirty (30) days before the next date that the respective Impositions payable by Tenant will be payable to the taxing authority, in order to provide money for Landlord or any Mortgagee sufficient in respect amount to pay such next occurring installments coming due of Impositions; and in addition to those regular monthly payments, Landlord or any Mortgagee may by notice given at any time and from time to time, as to Impositions next becoming payable, require Tenant to pay Landlord or any Mortgagee additional lump sum amounts if Landlord or any Mortgagee reasonably estimates that the monthly payments, as they are on hand and will be subsequently made, will not be sufficient to result in an amount to meet the Impositions that are next due and payable; so that Landlord or any Mortgagee always will have in the escrow account the full amount of Impositions payable by Tenant thirty (30) days before the amount is payable to the tax authorities. Payments so received by Landlord or any Mortgagee shall be applied by Landlord or such Mortgagee to the payment of such Impositions (or if so required by an ▇▇▇▇▇▇▇▇▇, will be paid to the Overlandlord) so long as no Event of Default exists. Following any Event of Default and so long as the Event of Default remains uncured by Tenant, Landlord shall have the right to use the payments or any portion thereof to cure the Event of Default regardless whether the Event of Default relates to Impositions or other items which gave rise to Tenant's default. Landlord or any Mortgagee shall furnish Tenant, within fifteen (15) business days after the date when any of the Impositions would have become delinquent, receipts or other proper evidence of payment of the Impositions. If the sum of the payments by Tenant grows to contain an excess or deficiency of money, more or less than will be sufficient or deficient to pay the next installment, Landlord or any Mortgagee will adjust the future regular monthly installments payments appropriately. Landlord and each Mortgagee shall have the sole title and possession of the payments and when the moneys are paid to Landlord it shall not be an asset of Tenant, but until an Event of Default occurs, Landlord or any Mortgagee shall keep the payments of Impositions in a bank selected by Landlord or any Mortgagee in a separate (which may be a book entry subaccount) bank account bearing interest at the bank's usual rate for such accounts, separate from Landlord's business account, and the interest thereon paid by the bank shall be added to and deemed additional payments. Landlord or any Mortgagee shall send Tenant appropriate information showing the interest earned. Landlord or any Mortgagee shall notify Tenant as to the identity of the bank holding the payments. If any surplus remains after Landlord or any Mortgagee has paid any installment of Impositions, or as a result of Tenant's surrender and vacation of a portion of the Demised premises as provided herein, that surplus shall continue to be held in the escrow account by Landlord or any Mortgagee to be applied as provided in this Section; provided, however, if the term of this Lease shall have ended and no Event of Default then exists, any such surplus shall be refunded to Tenant within sixty (60) days thereafter. If for some reason Landlord or any Mortgagee is not collecting the Premisesmonthly payments and paying the Impositions, Tenant will pay the Impositions which are payable by Tenant itself directly to the taxing authorities, and in such event, Tenant agrees to furnish Landlord within ten (10) days after the date when any Imposition would have become delinquent, receipts or other proper evidence of payment of the Impositions. Tenant's liability and obligation to pay Impositions which are payable by Tenant shall not include be released or diminished and Landlord shall not assume the obligation to pay Impositions by Landlord exercising Landlord's incomeoption under this Section 4.07 to collect the payments provided for in this Section, succession or other taxes personal to Landlord and not applicable excepting only to the Land extent of the amount of such payments Tenant has placed in Landlord's or Buildingany Mortgagee's hands timely; provided, however, so long as no Event of Default exists, Landlord shall be responsible for any interest, fines or penalties imposed by law for late payment of Impositions (if Landlord is at fault in paying late) for any installment thereof for which Tenant has placed sufficient funds timely in Landlord's or any Mortgagee's hands with which to pay the installment and unless an Event of Default exists, Tenant shall have the right of offset for any Impositions not so paid by Landlord or any Mortgagee which threatens to result in loss of Tenant's Lease rights. Section 4.08. In the event of a conveyance of the title to the Demised Premises or transfer of Landlord's interest in the Overleases by Landlord as to a Leasehold Property, or a transfer by Landlord of the title to or interest in any recordation or other similar charges.individual Shopping Center of which the Demised Premises constitutes

Impositions. Section 6.01SECTION 4.1. Tenant shall covenants and agrees to pay all Impositions (or cause to be paid, as defined in Section 6.02 herein) attributable hereinafter provided, at Tenant's option either to Landlord or to the Term (and Renewal Term(s), as applicable), as additional rent hereunder before any fine, penalty, interest Governmental Authority or cost other Person imposing the same or to whom the same may be added for non-payment. Tenant agrees to furnish to Landlorddue and payable, within thirty (30) days after written demand therefor, proof all of the payment of all Impositions following items (collectively, "IMPOSITIONS") which are payable by Tenant as provided accrue in this Article 6. In or relate to any period beginning on or after the event Commencement Date (except to the extent, if any, that any Imposition becomes due of such items are paid by the Association): (a) Taxes (defined hereinafter) and payable during the Term and may be legally paid in installmentsreal property assessments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefitsb) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all personal property taxes, assessments(c) occupancy and rent taxes, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority(d) water, water meter and sewer rents, rates and charges, vault taxes, (e) excises, (f) levies, (g) license fees, and permit fees, inspection fees (h) service charges with respect to police protection, fire protection, common area maintenance, sanitation and water supply, if any, (i) Association assessments and charges, and (j) fines, penalties and other authorization fees and other similar or like charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including all interest and penalties thereon unless attributable applicable to the acts foregoing and any interest or costs with respect thereto (only to the extent incurred by reason of LandlordTenant's wrongful act or omission or Tenant's failure timely to pay the same or otherwise fully and timely to comply with any provision of this Lease), which to the extent that at any time during the Term, such items listed in clauses (a) through (j) of this SECTION 4.1 are assessed, levied, confirmed, imposed upon, or would grow or become due and payable out of or in respect of the Term may be assessed against, levied upon, confirmed or imposed onof, or in would be charged with respect of or to be a lien upon to: (iA) the Premises or any part thereofpersonal property, Equipment or any estate, right or interest therein, (ii) occupancy, use or possession of or activity conducted on other facility used in the Premises or any part operation thereof, (iiiB) any document (other than this Lease) by which Tenant directly or indirectly creates or transfers any interest or estate in the Premises, (C) the use and occupancy of the Premises by Tenant or any Person by, through or under Tenant, or (D) the Rental (or other sum reserved or any portion thereof) payable by Tenant hereunder. Each such Imposition, or installment thereof, during the Term shall be paid at least five (iv5) this Leasedays before the last day the same may be paid without fine, penalty, interest or additional cost; provided, however, that if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments only (including, without limitation, any interest or late payment charges payable thereon or in connection therewith); provided, however, that all such installment payments relating to periods prior to the date definitely fixed for the expiration of the Term shall be made prior to the Expiration Date. SECTION 4.2. If Tenant, or Landlord in respect of this Lease or upon receipt from Tenant, is paying any Imposition directly to the Premises. Impositions shall not include Landlord's income, succession Governmental Authority or other taxes personal Person imposing the same, then each party, from time to Landlord and not applicable time upon the request of the other party, shall furnish evidence reasonably satisfactory to the Land or Building, or any recordation or other similar chargesrequesting party evidencing the payment of the Imposition.

Impositions. Section 6.01SECTION 4.1. Tenant shall covenants and agrees to pay all Impositions (or cause to be paid, as defined in Section 6.02 herein) attributable hereinafter provided, at Tenant's option either to Landlord or to the Term (and Renewal Term(s), as applicable), as additional rent hereunder before any fine, penalty, interest Governmental Authority or cost other Person imposing the same or to whom the same may be added for non-payment. Tenant agrees to furnish to Landlorddue and payable, within thirty (30) days after written demand therefor, proof all of the payment of all Impositions following items (collectively, "IMPOSITIONS") which are payable by Tenant as provided accrue in this Article 6. In or relate to any period beginning on or after the event Commencement Date (except to the extent, if any, that any Imposition becomes due of such items are paid by ▇▇▇▇▇ or the Association): (a) Taxes (defined hereinafter) and payable during the Term and may be legally paid in installmentsreal property assessments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefitsb) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all personal property taxes, assessments(c) occupancy and rent taxes, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority(d) water, water meter and sewer rents, rates and charges, vault taxes, (e) excises, (f) levies, (g) license fees, and permit fees, inspection fees (h) service charges with respect to police protection, fire protection, common area maintenance, sanitation and water supply, if any, (i) Association assessments and charges, and (j) fines, penalties and other authorization fees and other similar or like charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including all interest and penalties thereon unless attributable applicable to the acts foregoing and any interest or costs with respect thereto (only to the extent incurred by reason of LandlordTenant's wrongful act or omission or Tenant's failure timely to pay the same or otherwise fully and timely to comply with any provision of this Lease), which to the extent that at any time during the Term or any Renewal Term, such items listed in clauses (a) through (j) of this SECTION 4.1 are assessed, levied, confirmed, imposed upon, or would grow or become due and payable out of or in respect of the Term may be assessed against, levied upon, confirmed or imposed onof, or in would be charged with respect of or to be a lien upon to: (iA) the Premises Parcels or any part thereofpersonal property, Equipment or any estate, right or interest therein, (ii) occupancy, use or possession of or activity conducted on other facility used in the Premises or any part operation thereof, (iiiB) any document (other than this Lease) by which Tenant directly or indirectly creates or transfers any interest or estate in the Parcels, (C) the use and occupancy of the Parcels by Tenant or any Person by, through or under Tenant, or (D) the Rental (or other sum reserved or any portion thereof) payable by Tenant hereunder. Each such Imposition, or installment thereof, during the Term or any Renewal Term shall be paid at least five (iv5) this Leasedays before the last day the same may be paid without fine, penalty, interest or additional cost; provided, however, that if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments only (including, without limitation, any interest or late payment charges payable thereon or in connection therewith); provided, however, that all such installment payments relating to periods prior to the date definitely fixed for the expiration of the Term or any Renewal Terms shall be made prior to the Expiration Date. SECTION 4.2. If Tenant, or Landlord in respect of this Lease or upon receipt from Tenant, is paying any Imposition directly to the Premises. Impositions shall not include Landlord's income, succession Governmental Authority or other taxes personal Person imposing the same, then each party, from time to Landlord and not applicable time upon the request of the other party, shall furnish evidence reasonably satisfactory to the Land or Building, or any recordation or other similar chargesrequesting party evidencing the payment of the Imposition.

Impositions. Section 6.01. (a) Tenant shall pay all Impositions (as defined in Section 6.02 herein) attributable covenants to the Term (and Renewal Term(s)pay, as applicable), as additional rent hereunder before any fine, penalty, interest or cost may be added thereto for non-payment. Tenant agrees to furnish to Landlordthe nonpayment thereof, within thirty (30) days after written demand thereforas additional rent, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installmentstaxes, Tenant shall have the option to pay such assessment assessments (including without limitation but not limited to, all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable accruing during the Termterm of this Lease), with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used hereinwater, the term "Impositions" means all taxes, assessments, sewer and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water and sewer rents, rates and charges, vault taxescharges for public utilities, excises, levies, license fees, and permit fees, and inspection fees (including, without limitation, license, permit, inspection, authorization and similar fees) and other authorization fees governmental charges, general and other charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or and extraordinary, foreseen or and unforeseen, of every character (including all interest any kind and penalties thereon unless attributable to the acts of Landlord)nature whatsoever, which at any time prior to or during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow or become due or payable out of or in respect of the Term may be assessed againstof, levied upon, confirmed or imposed become a lien on, or in respect of or to be a lien upon (iA) the Premises or any part thereof or any appurtenance thereto, (B) any Base Rent or other sums payable hereunder (including, without limitation, commercial rent tax), (C) this Lease or the leasehold estate created thereby, (D) the operation, possession or use of the Premises, (E) any personal property or the rent and income received by Tenant from subtenants, (F) any use, possession or occupation of the Premises or activity conducted therein, including rentals or sales (including lease rentals), value added, ad valorem, single business, gross receipts, use and similar taxes that are at any time levied, assessed or payable on account thereof, (G) all transfer, recording, stamp and real property gain taxes incurred upon the assignment, transfer, foreclosure or other disposition by Tenant of its interest in the Premises or this Lease, (H) all claims and demands of mechanics, laborers, materialmen and others (excluding those engaged by Landlord or a Landlord Party) which, if unpaid, might create a lien on the Premises, (I) all charges of utilities, communications and similar services serving the Premises and (J) charges imposed with respect to the Premises for police protection, fire protection, street and highway maintenance, construction and lighting, sanitation and water supply, if any, (all of the foregoing, together with any and all fines, penalties, costs and/or interest thereon, and together with any and all Premiums, being hereinafter sometimes collectively referred to as "IMPOSITIONS", and any of the same being hereinafter sometimes referred to as an "IMPOSITION"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any of Landlord's capital levy, franchise, excess profits, estate, right gift, succession, inheritance, transfer taxes or mortgage recording taxes in connection with any Mortgage of Landlord (other than in accordance with SECTION 41), unless and to the extent that such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this SECTION 5, in which event same shall be deemed Impositions and shall be paid by Tenant. If, at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Premises (including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Premises, then to the extent that such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this SECTION 5, all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but in any event only to the extent that such taxes would be payable if the Premises were the only property of Landlord (it being acknowledged and agreed that any franchise, income, profit, sales, use, occupancy, gross receipts, rental or similar tax which is unique to Landlord and which is not related to the Premises shall be excluded from Impositions), and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. All Impositions shall be paid directly by Tenant to the entity to whom such Impositions are due. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Notwithstanding anything to the contrary set forth in this SECTION 5(a), nothing herein shall be deemed to modify Tenant's obligation to pay any transfer tax, mortgage recording tax or other Imposition if and to the extent such obligation is a term set forth in any "Landlord's Offer" pursuant to SECTION 23(a). (b) If at any time during the term, an Event of Default resulting from Tenant's failure to pay Impositions constituting real estate taxes has occurred, Tenant, within ten (10) Business Days after written demand by Fee Mortgagee (as hereinafter defined) or by Landlord in response to a demand made upon Landlord by Fee Mortgagee, shall deposit into escrow with Fee Mortgagee, on the first day of each and every succeeding month during the term of this Lease, an amount equal to one-twelfth (1/12th) of the amount necessary to pay annual Impositions constituting real estate taxes then in effect, as reasonably estimated by such Fee Mortgagee. If, at any time, the monies so deposited by Tenant shall be insufficient to pay in full the next installment of such Impositions then due, then within ten (10) Business Days following demand by Landlord, Tenant shall deposit the amount of the insufficiency with such Fee Mortgagee, to enable such Fee Mortgagee to pay all installments of such Impositions. If on the first anniversary of the date that Tenant shall first become obligated to pay such Impositions into escrow as provided in this SECTION 5(b), and on each subsequent anniversary of such date, the total monthly deposits made by Tenant for the previous year pursuant to this SECTION 5(b) shall exceed the amount of such Impositions due with respect to such previous year, such excess (less any amounts retained by Landlord to cure any default in the payment of Base Rent and additional rent under the Lease) shall be refunded to Tenant within twenty (20) days of such applicable anniversary date. The funds deposited by Tenant with Fee Mortgagee on account of Impositions pursuant to this SECTION 5(b), and any interest thereinaccruing thereon, shall be held in escrow for the sole and exclusive purpose of paying Impositions to the applicable party on or before the applicable due date thereof and shall not be used by Landlord (except as stated above), Fee Mortgagee (subject to the terms of the Mortgage) or any other party for any other purpose whatsoever. All interest, if any, on such funds shall be for the account of Tenant and shall be applied to pay any outstanding Impositions or amounts due from Tenant to Landlord, or shall be refunded to Tenant, as the case may be, pursuant to this SECTION 5(b). (c) After prior written notice to Landlord, at Tenant's sole cost, Tenant may contest in good faith (including seeking a reduction in the assessed value of the Premises or an abatement or reduction of) any Impositions agreed to be paid hereunder; provided that (i) Tenant first shall satisfy the requirements of any Laws, including, if required, that the Impositions be paid in full before being contested, (ii) occupancyno material non-monetary Event of Default or monetary Event of Default in excess of $25,000 shall then be continuing and (iii) in Landlord's reasonable judgment, use failing to pay such Impositions will not subject Landlord or possession Fee Mortgagee to criminal penalties or to prosecution for a crime or (unless Tenant shall indemnify Landlord therefor) civil liability, or result in the imminent risk of the sale, forfeiture or activity conducted loss of any portion of the Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest; provided, however, that Tenant shall not settle or compromise such contest without Landlord's prior consent, which consent shall not be unreasonably withheld or delayed and shall be deemed given if Landlord shall fail to respond within ten (10) Business Days following Tenant's request for consent, such request setting forth the proposed terms of such compromise or settlement. Tenant shall pay and save Landlord and Fee Mortgagee harmless against any and all losses, judgments, decrees and costs (including, without limitation, all reasonable out-of-pocket attorneys' fees and expenses) in connection with any such contest. Tenant's right to contest any Impositions shall be conditioned upon Tenant's depositing with Landlord (or Fee Mortgagee) such security (in the form of cash or other security reasonably acceptable to Landlord) for the payment of the amounts so contested and unpaid together with all interest and penalties that may be imposed in connection therewith, and all costs and charges which might become a lien or charge on the Premises all or any part of the Premises in any such contest. Promptly after the conclusion of such contest (by final determination, settlement, compromise or otherwise), Tenant shall 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, provided that Landlord shall return all amounts deposited with it with respect to the contest of such Impositions, as aforesaid, or, at the written direction of Tenant, Landlord shall make any such payment out of the funds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Landlord shall not be subject to any liability whatsoever for the payment of any fees, costs and expenses in connection with such proceedings. Tenant agrees to pay all such fees (iiiincluding reasonable out-of-pocket attorneys' fees incurred by Landlord), costs and expenses or, on demand, to make reimbursement for such payment. Landlord agrees to cooperate with Tenant's efforts in connection with this SECTION 5(c) at no cost or expense to Landlord. Should Tenant prevail in any Rental such contest, Tenant shall enjoy the benefit of any reduction in the Imposition in question attributable to the term hereof. (d) If Landlord elects to contest an Imposition, Landlord shall first give Tenant written notice of such intention and Tenant shall have twenty (20) days from the date of Landlord's notice to deliver to Landlord written notice of Tenant's election to contest (in accordance with SECTION 5(c)) or other sum reserved not contest the Imposition in question. The immediately preceding sentence notwithstanding, if Tenant elects not to contest an Imposition with respect to real estate taxes or assessments, Tenant shall notify Landlord thereof not less than thirty (30) days prior to the final date upon which such Imposition may be contested without suffering any penalty and Landlord may, after prior written notice to Tenant, contest any such Imposition in good faith. Landlord shall not be obligated to contest Impositions, and any such contest shall be by appropriate proceedings conducted in the name of Landlord or in the name of Landlord and Tenant. If Landlord elects to contest the amount or validity, in whole or in part, of any Imposition, such contests by Landlord shall be at Landlord's sole cost and expense, provided, however, that if the amounts payable by Tenant hereunderare reduced (or if a proposed increase in such amounts is avoided or reduced) by reason of Landlord's contest, Tenant shall enjoy the benefit of any such reduction or (iv) this Leaseavoidance, or and Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in respect of this Lease or contesting the Premises. Impositions Imposition in question, but such reimbursements shall not include be in excess of the amount saved by Tenant by reason of Landlord's income, succession actions in contesting such Imposition. Such reimbursement shall be made within twenty (20) Business Days after demand accompanied by reasonable documentation supporting the amount of any such costs or other taxes personal to Landlord and not applicable to the Land or Building, or any recordation or other similar chargesexpenses.

Impositions. Section 6.01. 4.1 To the extent provided by Landlord, Tenant shall pay or cause to be paid, in a timely manner and as hereinafter provided, all Impositions (of the following items, if any, as defined in Section 6.02 herein) may be attributable to the Term Premises (except to the extent already included in Maintenance Expenses) ("Impositions"): (a) real property taxes and Renewal Term(s), as applicable), as additional rent hereunder before any fine, penalty, interest or cost may be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment assessments (including without limitation all assessments for public improvements or benefitsany real property taxes assessed against the Hospital Property as a result of Tenant's use thereof,) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all taxes, assessments, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any (b) personal property used in connection therewith, whether federal, state, county, municipal or other authoritytaxes; (c) occupancy and rent taxes; (d) water, water meter and sewer rents, rates and charges; (e) vault charges; (f) levies; (g) license and permit fees; (h) service charges, vault with respect to security services, police protection, fire protection, street and highway maintenance, construction and lighting, sanitation and water supply, if any; (i) gross receipts, excise or similar taxes (i.e., taxes customarily based upon gross income or receipts which fail to take into account deductions relating to the Premises) imposed or levied upon, assessed against or measured by Base Rent or other Rental payable hereunder, but only to the extent that such taxes would be payable if the Premises were the only property of Landlord; (j) all excise, sales, value added, use and similar taxes; (k) charges for utilities, excisescommunications and other services rendered or used in or about the Premises; (l) payments in lieu of each of the foregoing, whether or not expressly so designated; (m) fines, penalties and other similar or like governmental charges applicable to any of the foregoing and any interest or costs with respect thereto; and (n) any and all other federal, state, county and municipal governmental and quasi-governmental levies, license fees, permit feesrents, inspection fees assessments or taxes and other authorization fees charges, general and other charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or and extraordinary, foreseen or and unforeseen, of every character (including all kind and nature whatsoever, and any interest and penalties thereon unless attributable to the acts of Landlord)or costs with respect thereto, which at any time during during, prior to or after (but attributable to a period falling within) the Term are (1) assessed, levied, confirmed, imposed upon, or would grow or become due and payable out of or in respect of, or would be charged with respect to, the Premises or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, the use and occupancy thereof by Tenant, or this transaction, and/or (2) encumbrances or liens on (i) the Premises; (ii) any vault, passageway or space in or under the sidewalks or streets in front of or adjoining the Premises; (iii) any other appurtenances of the Premises; (iv) any personal property, Equipment or other facility used in the operation thereof; or (v) the Rental (or any portion thereof) payable by Tenant hereunder. Each such Imposition, or installment thereof, during the Term shall be paid before the last day the same may be paid without fine, penalty, interest or additional cost; provided, however, that if, by law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments only, provided that all such installment payments relating to periods prior to the date definitely fixed for the expiration of the Term may are required to be made prior to the Expiration Date. 4.2 Tenant, from time to time upon request of Landlord, shall furnish to Landlord, within the earlier of (i) 30 days after the date when an Imposition is due and payable under this Lease, or (ii) 30 days after the date when an official receipt of the appropriate imposing authority is received, such official receipt or, if no such receipt has been received by Tenant, other evidence reasonably satisfactory to Landlord evidencing the payment of the Imposition. (a) Except as provided in subparagraph (b) hereinbelow, nothing contained in this Article 4 shall require Tenant to pay municipal, state or federal income, inheritance, estate, succession, capital levy, stamp, excess profit, revenue or gift taxes of Landlord, or any corporate franchise tax imposed upon Landlord. (b) If at any time during the Term, a tax or excise on Rental or the right to receive rents or other tax, however described, is levied or assessed againstagainst Landlord as a substitute in whole or in part for any Impositions theretofore payable by Tenant, Tenant shall pay and discharge such tax or excise on Rental or other tax before interest or penalties accrue, and the same shall be deemed to be an Imposition levied uponagainst the Premises. 4.4 Any Imposition imposed against the Premises relating to a fiscal period of the imposing authority, confirmed a part of which period is included within the Term and a part of which is included in a period of time after the date definitely fixed in Article 2 hereof for the expiration of the Term (whether or not such Imposition shall be assessed, levied, confirmed, imposed on, upon or in respect of or to be become a lien upon the Premises, or shall become payable, during the Term) shall be apportioned between Landlord and Tenant as of such date definitely fixed for the expiration of the Term, so that Tenant shall pay that portion of such Imposition which that part of such fiscal period included in the period of time before such date definitely fixed for the expiration of the Term bears to the entirety of such fiscal period, and Landlord shall pay the remainder thereof. 4.5 Tenant shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment would operate as a bar to such contest, in which event, notwithstanding the provisions of Section 4.1 hereof, payment of such Imposition shall be postponed if and only as long as: (ia) neither the Premises nor any part thereof would, by reason of such postponement or deferment, be, in the reasonable judgment of Landlord, in danger of being forfeited, lost or adversely affected; (b) such contest shall not subject Landlord or any part thereofFee Mortgagee to the risk of any criminal or civil liability; (c) such contest shall not cause Landlord to be in default under any Fee Mortgage; (d) such contest shall not, in the reasonable judgment of Landlord, result in any Imposition being increased; and (e) Tenant shall have deposited in an interest bearing account with, at Landlord's option, either Landlord or any estatea Depositary, right either pursuant to Article 5 or simultaneously with such contest, cash or other security determined by Landlord in the amount so contested and unpaid, together with all interest therein, (ii) occupancy, use and penalties in connection therewith and all charges that may be assessed against or possession of or activity conducted become a charge on the Premises or any part thereofthereof in such proceedings. Upon the termination of such proceedings, it shall be the obligation of Tenant to pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (iii) any Rental including attorneys' fees and disbursements), interest, penalties or other sum reserved liabilities in connection therewith, and upon such payment, Landlord or payable by Tenant hereunderDepositary, or (iv) this Leaseas the case may be, or Landlord shall return, with any interest accrued thereon, any amount deposited with it in respect of this Lease such Imposition as aforesaid, provided, however, that Landlord or Depositary, as the case may be, if requested by Tenant, shall disburse said moneys on deposit with it directly to the imposing authority to whom such Imposition is payable. If, at any time during the continuance of such proceedings, Landlord shall reasonably deem the amount deposited as aforesaid insufficient, Tenant, upon demand, shall make an additional deposit of such additional sums or other acceptable security as Landlord may request, and upon failure of Tenant to do so, the amount theretofore deposited may, at the option of Landlord, be applied by Landlord or Depositary, as the case may be, to the payment, removal and discharge of such Imposition and the interest and penalties in connection therewith and any reasonable costs, fees (including reasonable attorneys' fees and disbursements) or other liability accruing in any such proceedings, and the balance, if any, shall be returned to Tenant or the Premises. Impositions deficiency, if any, shall be paid by Tenant on demand. 4.6 Subject to the provisions of Section 4.5, Tenant shall have the right to seek a reduction in the assessed valuation of the Premises for real property tax purposes and to prosecute any action or proceeding in connection therewith. 4.7 Landlord shall not include be required to join in any proceedings referred to in Sections 4.5 or 4.6 hereof unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by and/or in the name of Landlord's income, succession in which event, Landlord shall join and cooperate in such proceedings or other taxes personal permit the same to be brought in its name but shall not be liable for the payment of any costs or expenses in connection with any such proceedings, and Tenant shall reimburse and indemnify Landlord for any and not applicable all costs or expenses which Landlord may sustain or incur in connection with any such proceedings. 4.8 Any certificate, advice or ▇▇▇▇ of the appropriate official designated by law to make or issue the Land same or Buildingto receive payment of any Imposition asserting nonpayment of such Imposition shall be PRIMA FACIE evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or any recordation or other similar charges▇▇▇▇.

Impositions. Section 6.01. Tenant (a) Lessee shall pay all Impositions taxes (as defined in Section 6.02 herein) attributable to the Term including, but not limited to, any gross receipts, sales, real estate taxes, use and occupancy taxes, general intangibles taxes and personal property taxes (tangible and Renewal Term(sintangible), as applicablestamp taxes and all voluntary payments that may be paid or payable by Lessee in lieu thereof), as additional rent hereunder before any fineassessments (special or otherwise), penalty, interest or cost may be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all transit taxes, assessments, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water and sewer rents, rates and charges, vault county taxes, excises, levies, license feesimposts, duties, vault and other license, rent and permit fees, inspection fees and other authorization fees municipal and other governmental impositions, charges or other costs and withholdings, general and special, ordinary and extraordinary, unforeseen and of any kind and nature whatsoever, in each case whether general or specialtogether with any penalty, ordinary or extraordinaryfine, foreseen or unforeseen, addition to tax and interest thereon (herein sometimes collectively referred to as "IMPOSITIONS" and any of every character (including all interest and penalties thereon unless attributable to the acts of Landlordsame as an "IMPOSITION"), which at any time during or in respect of the Term may be assessed againstassessed, levied levied, confirmed, charged, laid, imposed upon, confirmed or imposed on, become due and payable out of or in respect of of, or to be become a lien upon Lien on (i) the Premises Freezer Land or any part thereof, (ii) any appurtenance to the Freezer Land, (iii) the construction, financing, ownership, operation, use, condition, maintenance, repair, leasing, or subleasing of the Freezer Land or any portion thereof, (iv) the Freezer Improvements, (v) any personal property located at the Freezer Land, (vi) any rent or other income received by Lessee from subtenants, licensees or other users or occupants of the Freezer Land or any part thereof or (vii) any occupancy, use or possession of the Freezer Property or any part thereof, or any estatestreets, right sidewalks, alleys or interest thereinvaults, (ii) occupancy, use or possession of or activity conducted on the Premises or any part thereof, (iii) any Rental or other sum reserved or payable by Tenant hereunder, or (iv) this Lease, or Landlord in respect of this Lease or adjoining the Premises. Impositions shall not include Landlord's income, succession or other taxes personal to Landlord and not applicable to the Land or BuildingFreezer Land, or any recordation activity conducted thereon or sales or rentals therefrom. Such payments shall be made by Lessee directly to the applicable authority and before any fine, penalty, interest, cost or imposition shall become due or be imposed by operation of law. Lessee shall furnish to Lessor and Agent, promptly but in any case within ten (10) Business Days after written request by either Lessor or Agent, proof of the payment of any Imposition which is payable by Lessee and, upon written demand of either Lessor or Agent, proof of the filing of all returns and other similar chargesmaterials required in connection therewith. (b) If, under Applicable Laws, any Imposition payable by Lessee hereunder may be paid in installments, Lessee may pay the same in installments and in such event shall pay each such installment as may become due before the date when such installment would become

Impositions. Section 6.01. Tenant shall Sublessee hereby further agrees to pay all Impositions (as defined in Section 6.02 herein) attributable on or before the due date, directly to the Term (and Renewal Term(s), as applicable), as additional rent hereunder before any fine, penalty, interest or cost may be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all taxes, assessments, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal local or foreign taxing authority or other authorityGovernmental Authority (a “Taxing Authority”) when required by Applicable Law to make such direct payment or, water if such direct payment to a Taxing Authority by Sublessee is not required under Applicable Law, directly to Sublessor with sufficient prior notice and sewer rents, rates and charges, vault taxes, excises, levies, license fees, permit fees, inspection fees and other authorization fees and other charges or other costs of any nature whatsoever, assistance as reasonably requested in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including all interest and penalties thereon unless attributable order for Sublessor to timely cause payment before the acts of Landlord), which at any time during or in respect of the Term may be assessed against, levied upon, confirmed or imposed on, or in respect of or to be a lien upon due date (i) the Premises Washington State business and occupation (B&O) taxes on the Basic Rent Payment, (ii) as shown on said returns and all taxes assessed, billed or otherwise payable with respect to Sublessee’s operation of the Aircraft, any part of or interest thereof, or the transactions contemplated by the Sublease Documents and the Permitted Third Party Agreements; (iii) all license and/or registration or filing fees, assessments, governmental charges and use, property, excise, privilege, value added, withholding and other taxes (including any related interest, charges or penalties) or other charges or fees now or hereafter imposed by any Taxing Authority, on Sublessor or any other Person in possession of the Aircraft or any part thereof, the Aircraft or any part of or interest thereof, the Rent (or other amounts payable under the Sublease Documents and the Permitted Third Party Agreements), or the transactions contemplated by the Sublease Documents and the Permitted Third Party Agreements, including any of the same imposed with respect to the landing, airport use, manufacturing, ordering, shipment, inspection, acceptance, rejection, delivery, installation, management, pooling, interchange, time sharing, chartering, operation, possession, use, maintenance, repair, condition, removal, registration, de-registration, abandonment, repossession, storage, return, or other disposition of the Aircraft or any part thereof, the Rent (or other amounts under the Sublease Documents and the Permitted Third Party Agreements) or any part thereof, or any estateinterest in any thereof; provided, right or interest thereinhowever, (ii) occupancy, use or possession Sublessor shall bear all costs associated with importing the Aircraft into the EU and the risk of or activity conducted on the Premises or assessment of any part thereof, value added taxes arising from EU operations; and (iii) any Rental penalties, charges, interest, fines, additions to tax or other sum reserved costs imposed with respect to any items referred to in sub- clauses (i) and (ii); the items referred to in sub-clauses (i) and (ii) above being referred to herein collectively, as “Impositions”; except that “Impositions” shall expressly exclude, and Sublessee shall have no such obligation in respect of, any of the same if (A) such tax is a property or payable similar tax owed by Tenant hereunderLessor or Sublessor on the ownership of the Aircraft, (B) imposed against Lessor or Sublessor and imposed on or measured by the net income, capital or net worth of Lessor or Sublessor by the jurisdiction in which Lessor or Sublessor was incorporated or formed, or in which a Lessor Party or Sublessor has a place of business, (ivC) this Leaseimposed as a result of the manufacturing, ordering, shipment, inspection, acceptance, delivery, or Landlord registration of the Aircraft, (D) arising from the gross negligence or willful misconduct of Sublessor or a Lessor Party (unless imputed by Applicable Law), (E) arising from acts or events that occur after redelivery of the Aircraft to Sublessor or Lessor in respect of accordance with this Lease Sublease or the PremisesSublease Consent or (F) imposed on Sublessor or Lessor as a result of its failure to timely make any filing or return for which Sublessor or a Lessor Party is responsible pursuant to this Section 8.2 and for which Sublessee has timely and properly paid to Sublessor all Impositions in good and immediately available funds, and has provided such information and assistance as Sublessor may reasonably require from Sublessee to enable Sublessor to fulfill its filing and return obligations (or exercise its rights with respect thereto). Sublessee will indemnify Sublessor from, and defend and hold Sublessor harmless, on an after-tax basis against, any and all such Impositions. Any Impositions which are not paid when due and which are paid by Sublessor shall, at Sublessor’s option, become immediately due from Sublessee. For the avoidance of doubt, Sublessee shall not include Landlord's income, succession be obligated to indemnify Sublessor or other taxes personal to Landlord and not applicable any of the Lessor Parties for any Tax Loss or under the Special Tax Indemnity Rider (each as defined in the Lease) or for or resulting from a breach of any provision in the Lease involving the operation of the Aircraft that would impact the classification of the Aircraft or the Transaction Documents or impact the Lessor Parties' tax treatment of the Aircraft or the Transaction Documents to the Land extent Sublessee is directed by or Building, on behalf of Guarantor to operate the flights affecting such classification or any recordation or other similar chargestreatment.

Impositions. Section 6.01. 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay all Impositions (as defined in Section 6.02 herein) attributable and discharge not later than the due date therefor and prior to the Term (and Renewal Term(s), as applicable), as additional rent hereunder before date any fine, penalty, interest or cost is added thereto for the non‑payment thereof, all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity under an encumbrance and lien existing and of record as of the date of this Lease or thereafter as permitted hereunder, governmental levies and charges, and charges for public utilities of any kind, together with any interest or penalties imposed upon the late payment thereof (except to the extent caused by and/or resulting from the negligence, illegal acts, fraud or willful misconduct of Landlord), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a lien on the Premises or any part thereof, any Buildings or personal property (including, without limitation, Tenant’s Personal Property) in or on the Premises, the Rents and income payable by Tenant (but excluding any tax or assessment on the revenue, profits or income received by Landlord (except in the case of a “rent tax” promulgated in lieu of other real estate or ad valorem taxes, which shall be included as Impositions)) or on account of any use of the Premises and such franchises as may be added appurtenant to the use and occupation of the Premises as well as any provider, bed, sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or improvement district in connection with the use or operation by Tenant of the Premises, any Facility, and Tenant’s Personal Property, and any interest and penalties assessed in connection therewith as a result of late payment or non‑payment of any of the foregoing (except to the extent resulting from the negligence, illegal acts, fraud or willful misconduct of Landlord) or late filing or non‑filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”); provided, however, that Tenant’s obligation hereunder with respect to the payment of all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be subject to the terms and provisions of Section 3.5 hereof (pursuant to which Landlord or Mortgagee shall make such payments and shall be responsible for non-all fines, penalties, interest and costs arising out of late payment or nonpayment thereof (a) provided that Tenant made such funds available to Landlord for payment as and when required hereunder, and/or (b) except to the extent such fines, penalties, interest and costs arise as a result of a Default or an Event of Default). Notwithstanding anything herein to the contrary, Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord, any intangibles or transfer tax payable with respect to any mortgage required pursuant to any refinancing or any deed pursuant to a sale or other transfer of the Premises by and for the benefit of Landlord (except for transfers to or from Tenant, an Operating Subtenant or any of their Affiliates), or any income, profits or revenue tax upon the income of Landlord (except in the case of a “rent tax” promulgated in lieu of other real estate or ad valorem taxes), and none of the foregoing shall constitute an Imposition for purposes hereof. In addition, no Imposition created in writing by Landlord without the prior written consent by Tenant, not to be unreasonably withheld, conditioned or delayed, shall constitute an Imposition for purposes hereof. The foregoing exclusions shall not include any nursing home privilege, bed taxes or similar taxes on the business operations at the Facilities, which shall be the responsibility of Tenant. Tenant, upon request from Landlord, shall submit to Landlord the proper and sufficient receipts or other evidence of payment and discharge of the same; provided, however, Tenant shall not be required to furnish such receipts or other evidence for payment with respect to Real Estate Taxes or with respect to Impositions that are being contested in accordance with Section 3.2. The certificate, advice, or ▇▇▇▇ of non‑payment of any Imposition from the appropriate official designated by Applicable Law to make or issue the same or to receive payment of any Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice, or ▇▇▇▇ of non‑payment. If any Impositions are not paid when due from Tenant under this Lease (other than Real Estate Taxes), Landlord shall have the right, but shall not be obligated, to pay the same following written notice to Tenant of such payment, provided Tenant is not contesting the same pursuant to a right to do so herein. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant as Supplementary Rent hereunder. Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or as necessary to prevent jeopardizing any license, permit or certification, including, without limitation, any Health Care License or Medicare and Medicaid certifications under Titles XVIII and XIX of the Social Security Act of 1935, as amended, because of nonpayment thereof, Tenant shall pay the amount in question prior to delinquency. Tenant’s right to contest is conditioned upon the following: (a) such contest is done at Tenant’s sole cost and expense, (b) nonpayment will not subject the Premises or any part thereof to sale or other material liability by reason of such nonpayment, (c) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal or civil liability, and (d) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage or any loan documents in connection therewith to ensure payment of such contested Impositions to the extent not paid prior to delinquency. Upon request, Tenant shall keep Landlord advised as to the status of such contest. Subject to the provisions of clauses (a) through (d), above, Landlord agrees to execute and deliver to Tenant any and all documents reasonably acceptable to Landlord and otherwise required for such purpose, and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest, then to the extent relating to any amounts previously paid by Tenant at any time before or during the Term, then Landlord shall remit the same to Tenant. If Landlord owns the fee interest in the Premises, then at the request of Landlord, Tenant may (or at Tenant’s own initiative subject to the provisions of clauses (a) through (d), above, Tenant may) elect to take commercially reasonable steps to file and enforce tax certiorari proceedings or tax appeals to reduce tax affecting the Premises, all at Tenant’s own expense (except to the extent taken at Landlord’s request); provided, however, that if Tenant shall decline to take such steps after a request by Landlord, Landlord may take such steps at Landlord’s own expense and, in the event Landlord is successful in reducing the tax affecting the Premises, Tenant shall reimburse such expenses to Landlord to the extent of the amount of the reduction in taxes for the first year in which the lower amount of taxes are paid, within thirty (30) days of Landlord’s written demand therefor. Section 3.3 To the extent permitted by Applicable Law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in installments over a period of years. Tenant agrees shall pay all such installments prior to furnish delinquency, except to the extent such installments relate in part to any fiscal period after the Expiration Date (any interest, fees, premiums, penalties or other amounts payable as a result of converting to installment payments shall be deemed an Imposition hereunder and payable by Tenant in accordance with the terms of this Lease); provided, however, that all Impositions relating to a fiscal period of the taxing authority which commences before and extends beyond the Expiration Date, or relating to any special assessment for physical improvements with a useful life that commences before and extends beyond the Expiration Date, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay at its own expense (and not from the Imposition Reserve Fund) that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof (which amount Landlord shall be entitled to withdraw from the Imposition Reserve Fund to the extent funds are available therein). Section 3.4 [Intentionally Omitted.] Section 3.5 Upon request by Landlord, Tenant shall: (a) deposit with Landlord or Mortgagee on or before the first day of each month of the Term until thirty (30) days prior to the date when the next installment of Real Estate Taxes is due to the authority or other Person to whom the same is paid, an amount equal to said next installment of Real Estate Taxes divided by the number of months over which such deposits are to be made; and (b) thereafter during the Term deposit with Landlord or Mortgagee an amount each month to create a fund (“Imposition Reserve Fund”) which, as each succeeding installment of Real Estate Taxes becomes due, will be sufficient, thirty (30) days prior to such due date, to pay such installment in full based on the then outstanding tax bills, as increased by the amount of any reasonably foreseen increases as reasonably estimated by Landlord to be adequate, or as otherwise required by any Mortgagee. Landlord or Mortgagee shall use reasonable efforts to cause the monthly deposits to be equal in amount, but neither of them shall be liable in the event that such required deposits are unequal. If at any time the amount of any Real Estate Tax is increased, said monthly deposits shall be increased within thirty (30) days after written demand by Landlord or Mortgagee so that, thirty (30) days prior to the due date for each installment of Real Estate Taxes, there will be deposits on hand with Landlord or Mortgagee sufficient to pay such installments in full. To the extent permitted by Applicable Law, Landlord or Mortgagee shall not be required to deposit any such amounts in an interest‑bearing account. For the purpose of determining whether Landlord or Mortgagee has on hand sufficient moneys to pay any particular Real Estate Tax at least thirty (30) days prior to the due date therefor, proof deposits for each category of Real Estate Tax shall be treated separately, it being the intention that Landlord shall not be obligated to use moneys deposited for the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes an item not yet due and payable during to the Term payment of an item that is due and payable. Notwithstanding the foregoing, it is understood and agreed that (i) to the extent permitted by Applicable Law, deposits provided for hereunder may be legally paid held by Landlord or its Affiliate or Mortgagee in installmentsa single bank account and commingled with other funds of Landlord or Mortgagee, and (ii) Landlord or Mortgagee, may, if Tenant fails to make any deposit required hereunder, use deposits made for any one item for the payment of the same or any other item of Rent. If this Lease shall be terminated by reason of any Event of Default, all deposits then held by Landlord shall be applied by Landlord on account of any and all sums due under this Lease; if there is a resulting deficiency, Tenant shall have pay the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installmentssame, and in such eventif there is a surplus, or if this Lease expires on the Expiration Date and no Default or Event of Default is occurring, Tenant shall be liable only for those installments which become due entitled to a refund of the surplus or remaining balance of the Imposition Reserve Fund to the extent the same was actually paid by Tenant. Tenant acknowledges and payable during the Term, with appropriate proration agrees that no deficiency or lack of funds in the case Imposition Reserve Fund shall relieve Tenant of fractional yearsits obligation to pay all Impositions as required under this Lease. Any Impositions which Upon thirty (30) days’ prior written request of Tenant, and provided the same is permitted by the Mortgage Loan Documents, Landlord (if such funds are attributable held by Landlord) or Mortgagee shall apply the funds in part the Imposition Reserve Fund to payments of Real Estate Taxes required to be made by Tenant pursuant to Section 3.1 hereof. Subject to Section 3.2 hereof, Landlord or Mortgagee may apply the full amount of the Imposition Reserve Fund to payments of Real Estate Taxes required to be made by Tenant pursuant to Section 3.1 hereof. In making any payment relating to the Term Imposition Reserve Fund, Landlord or Mortgagee may do so according to any ▇▇▇▇, statement or estimate procured from the appropriate public office or provided by Tenant without inquiry into the accuracy of such ▇▇▇▇, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. Notwithstanding the foregoing, the parties hereby acknowledge and agree that Tenant shall be equitably apportioned between deemed to have satisfied the requirements set forth in this Section 3.5 to the extent Tenant shall have complied with any substantially similar Mortgagee requirements, provided that if, subject to and as permitted by the terms of this Section 3.5, Landlord’s requirements are greater than Mortgagee’s, then upon written notice and request by Landlord, Tenant shall deposit such additional amounts with Landlord and Tenantso as to satisfy such greater requirements. Section 6.02. As used herein3.6 If Landlord ceases to have any interest in the Premises, the term "Impositions" means all taxes, assessments, and other governmental charges applicable Landlord shall transfer to the Land, the Building, Person who owns or any portion thereof, or to any personal property used acquires such interest in connection therewith, whether federal, state, county, municipal or other authority, water and sewer rents, rates and charges, vault taxes, excises, levies, license fees, permit fees, inspection fees and other authorization fees and other charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including all interest and penalties thereon unless attributable to the acts of Landlord), which at any time during or in respect of the Term may be assessed against, levied upon, confirmed or imposed on, or in respect of or to be a lien upon (i) the Premises or any part thereof, or any estate, right or interest therein, (ii) occupancy, use or possession from Landlord and is the transferee of or activity conducted on the Premises or any part thereof, (iii) any Rental or other sum reserved or payable by Tenant hereunder, or (iv) this Lease, or Landlord in the deposits made pursuant to Section 3.5 hereof relating to the Premises covered by this Lease (the “Imposition Reserve Fund Deposits”), subject, however, to the provisions thereof. Upon such transfer of the Premises and the Imposition Reserve Fund Deposits, the transferee shall expressly accept such assignment of funds and agree to be bound hereby, and thereupon transferor and its Affiliates shall be deemed to be released from all liability with respect thereto and Tenant agrees to look to the transferee solely with respect thereto, and the provisions hereof shall apply to each successive transfer of the said Imposition Reserve Fund Deposits. Section 3.7 The provisions of this Lease Article 3 shall survive the expiration or the Premises. Impositions shall not include Landlord's income, succession or other taxes personal to Landlord and not applicable to the Land or Building, or any recordation or other similar chargesearlier termination of this Lease.

Impositions. Section 6.01. Tenant shall pay all Impositions (as defined in Section 6.02 herein) attributable to the Term (and Renewal Term(s)will pay, as applicable)hereinafter provided, as additional rent hereunder before any fine, penalty, interest or cost may be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof all of the payment of all Impositions which following items (collectively, “Impositions”) imposed by any Governmental Authority that are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all taxes, assessments, and other governmental charges applicable to the LandPremises or the operation thereof: (a) Taxes, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority(b) water, water meter and sewer rents, rates and charges, vault taxes, (c) excises, (d) levies, (e) license and permit fees; (f) service charges with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, if any, (g) fines, penalties and other similar governmental charges applicable to the foregoing and any interest or costs with respect thereto, and (h) any and all other governmental levies, fees, permit feesrents, inspection fees proffers, assessments or taxes and other authorization fees charges, general and other charges or other costs special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, in each case whether general and any interest or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including all interest and penalties thereon unless attributable to the acts of Landlord)costs with respect thereto, which at any time during the Term are (1) assessed, levied, confirmed, imposed upon or would have become due and payable out of or in respect of the Term may be assessed against, levied upon, confirmed or imposed onof, or would have been charged with respect to, the Premises or any document to which Tenant is a party creating or transferring an interest or estate in respect of the Premises, or to be a lien upon the use and occupancy thereof by Tenant and (2) encumbrances or liens on (i) the Premises or any part thereofPremises, or any estate, right or interest therein, (ii) occupancyany appurtenances of the Premises, use or possession of or activity conducted on the Premises or any part thereof, (iii) any Rental personal property (except personal property which is not owned by or leased to Tenant), Fixtures or other sum reserved facility used in the operation thereof, or (vi) any amounts due to Landlord under this Lease, including Base Rent and Additional Costs (or any portion of either) payable by Tenant hereunder, or (iv) this Leaseeach such Imposition, or Landlord installment thereof, during the Term to be paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the taxpayer be paid in respect installments (whether or not interest will accrue on the unpaid balance of this Lease or such Imposition), Tenant may exercise the Premises. Impositions shall not include Landlord's income, succession or other taxes personal option to Landlord and not applicable pay the same in such installments (subject to the Land or Buildinglimitation on Tenant’s obligations set forth in Section 4.04 below) and will be responsible for the payment of such installments only, or any recordation or other similar chargestogether with applicable interest, if any, relating to periods for which such installment is due.

Impositions. Section 6.01. Tenant As utilized herein "IMPOSITIONS" shall pay mean all Impositions (as defined in Section 6.02 herein) attributable to the Term (and Renewal Term(s), as applicable), as additional rent hereunder before any fine, penalty, interest or cost may be added for non-payment. Tenant agrees to furnish to Landlord, within thirty (30) days after written demand therefor, proof of the payment of all Impositions which are payable by Tenant as provided in this Article 6. In the event that any Imposition becomes due and payable during the Term and may be legally paid in installments, Tenant shall have the option to pay such assessment taxes (including without limitation all assessments for public improvements or benefits) in installments, and in such event, Tenant shall be liable only for those installments which become due and payable during the Term, with appropriate proration in the case of fractional years. Any Impositions which are attributable in part to the Term shall be equitably apportioned between Landlord and Tenant. Section 6.02. As used herein, the term "Impositions" means all personal property taxes, if any) assessments, and other governmental charges applicable to the Land, the Building, or any portion thereof, or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water and sewer rents, rates and charges, vault taxescharges for public utilities, excises, levies, license fees, and permit fees, inspection fees and other authorization fees governmental charges, general and other charges or other costs of any nature whatsoever, in each case whether general or special, ordinary or and extraordinary, foreseen or and unforeseen, of every character (including all interest any kind and penalties thereon unless attributable to the acts of Landlord), nature whatsoever which at any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or become due and payable out of or in respect of, or become a lien on, the Land or Building or any part thereof or any appurtenances thereto, any use or occupation of the Term Land or Building (including sales taxes on lease payments) or such franchises as may be appurtenant to the use of the Land or Building; provided, however, that, nothing herein contained shall require Tenant to pay municipal, state or federal income taxes assessed againstagainst Landlord, levied uponmunicipal, confirmed state or federal capital levy, estate, succession, inheritance or transfer taxes of Landlord, or corporation franchise taxes imposed upon any corporate owner of the Land; provided further, however, that if at any time during the Term the methods of taxation prevailing at the execution date of this Lease shall be altered so as to cause the whole or any part of the taxes, assessments, or other Impositions or charges now levied, assessed or imposed onon the Land and the Building thereon, in lieu thereof, to be levied, assessed and imposed, wholly or partially as a capital levy, or in respect of otherwise, on the rents received therefrom, or if any such tax, assessment, levy (including but not limited to be a lien upon (i) the Premises any municipal, county, state or federal levy), Imposition or charge, or any part thereof, shall be measured by or any estate, right be based in whole or interest therein, (ii) occupancy, use or possession in part upon the Land and Building and shall be imposed upon Landlord in lieu of or activity conducted on the Premises or any part thereof, (iii) any Rental or other sum reserved or payable by Tenant hereunder, or (iv) methods of taxation prevailing at the date of the execution of this Lease, then all such taxes, assessments, levies, Impositions or Landlord in respect of this Lease charges, or the Premises. Impositions shall not include Landlord's income, succession or other taxes personal to Landlord and not applicable part thereof to the Land extent that they are so measured or Buildingbased, or any recordation or other similar chargesshall be deemed to be included within the term Impositions for the purposes hereof.