Common use of Impositions Clause in Contracts

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable LawLaws, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject A. Tenant covenants and agrees to Article VIII relating to permitted contestspay during the term of this Lease, Tenant shall payas Additional Rent, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for non-paymentthe nonpayment thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for present or future sewer or water, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises are now or hereafter subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (all of which are sometimes herein referred to as "Impositions"), which at any time during the term may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Demised Premises, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such payments easements or rights as may now or hereafter be appurtenant or appertain to the use of the Demised Premises. B. If, at any time during the term of this Lease, any method of taxation shall be such that there shall be levied, assessed or imposed on Landlord, or on the Basic Rent or Additional Rent, or on the Demised Premises or on the value of the Demised Premises, or any portion thereof, a capital levy, sales or use tax, gross receipts tax or other tax on the rents received therefrom, or a franchise tax, or an assessment, levy or charge measured by or based in whole or in part upon such rents or value, Tenant covenants to pay and discharge the same, it being the intention of the parties hereto that the rent to be made directly to the taxing authorities where feasible, and paid hereunder shall promptly, upon request, furnish be paid to Landlord copies absolutely net without deduction or charge of any nature whatsoever foreseeable or unforeseeable, ordinary or extraordinary, or of any nature, kind or description, except as in this Lease otherwise expressly provided. Nothing in this Lease contained shall require Tenant to pay any municipal, state or federal net income or excess profits taxes assessed against Landlord, or any municipal, state or federal capital levy, estate succession, inheritance or transfer taxes of Landlord. C. Tenant covenants to furnish Landlord, on or before the date upon which any Imposition or other tax, assessment, levy or charge is due and payable, official receipts of the appropriate taxing authority, or other reasonably appropriate proof satisfactory proof to Landlord, evidencing such payments. If any such Imposition may, at the option payment of the taxpayersame. D. Tenant shall have the right at its own expense to contest the amount or validity, lawfully be paid in installments (whether whole or not interest shall accrue on the unpaid balance in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition), unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions hereof, Tenant may exercise postpone or defer payment of such Imposition if the option to Demised Premises or any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon the termination of any such proceedings, Tenant shall pay the same (and any accrued interest on the unpaid balance amount of such Imposition) in installments andImposition or part thereof, if any, as finally determined in such eventproceedings, shall pay such installments the payment of which may have been deferred during the Term as prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines and other liability in connection therewith. Tenant shall be entitled to the same become due and before refund of any fineImposition, penalty, premium, further fine and interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted thereon received by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition Landlord which have been paid by Tenant, the same shall be Tenant or which have been paid over to or retained by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord and Tenant shallshall not be required to join in any proceedings referred to in this paragraph unless the provisions of any law, upon request rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of the otherLandlord, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the in which event Government Agencies classify any property covered by this Agreement as personal property, Tenant Landlord shall file all personal property tax returns join in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file proceedings or permit the same to be brought in Landlord's name upon compliance with reasonable cooperation from Tenantsuch conditions as Landlord may reasonably require. Landlord shall provide not ultimately be subject to any liability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder agrees to pay all such Impositions fees (except that including reasonable attorney's fees), costs and expenses or, on demand, to make reimbursement to Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)such payment.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, as hereinafter provided, all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or cause the operation thereof: (a) Taxes, (b) water, water meter and sewer rents, rates and charges, (c) excises, (d) levies, (e) license, consent, approval, and permit fees; (f) service charges, if any, with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply, (g) fines, penalties and other similar or like governmental charges applicable to the foregoing and any interest or costs with respect thereto, and (h) any and all other governmental levies, fees, rents, proffers, assessments or taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or 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, 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, or the use and occupancy thereof by Tenant and (2) encumbrances or liens on (i) the Premises, or (ii) any appurtenances of the Premises, or (iii) any personal property (except personal property which is not owned by or leased to Tenant), Fixtures or other facility used in the operation thereof, or (iv) any amounts due to the FCRHA under this Lease, including Base Rent and Additional Costs (or any portion of either) payable by Tenant hereunder, each such Imposition, or installment thereof, during the Term to be paidpaid not later than the Due Date thereof. However, all Impositions before if, by law, any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) Imposition may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully 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 (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, (subject to the extent required or permitted by Applicable Law, prepare limitation on Tenant’s obligations set forth in Section 4.04 below) and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result the payment of Landlord's failure promptly such installments only, together with applicable interest, if any, relating to forward periods for which such installment is due, provided however, that Tenant shall have notified the same)FCRHA of its election to pay in installments prior to the Due Date of such Imposition.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant▇▇▇▇▇▇. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord ▇▇▇▇▇▇▇▇ at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ▇▇▇▇▇▇’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted ----------- Contests and the right of any Facility Mortgagee to require tax escrows as described in the last sentence of this paragraph of subsection (a), Tenant shall pay, pay or cause to be paid, paid all Impositions attributable to any period during the Term before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentnonpayment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable LawLegal Requirements, prepare and file all tax returns and pay all taxes due required to be filed by Landlord, including, without limitation, returns in respect of Landlord's net income, gross receipts, sales and use, single business, transaction, privilege, rent, ad valorem, franchise taxes taxes, Real Estate Taxes and other Landlord Obligations, and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLegal Requirements, prepare and file all other tax returns and reports required to be filed by Tenant in respect of any Imposition as may be required by any Government AgenciesAgency. If Provided no monetary Default or Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shallshall each, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally be required to so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property that comprises FF&E shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by the party that owns the FF&E not later than the last date on which the same may be made without interest or penalty. All Impositions assessed against such personal property that comprises Tenant's Personal Property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage require deposits on account of Impositions to be made with the Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required with respect to any such Impositions at the time and place that payments of Minimum Rent are required and Landlord shall transfer such amounts to the Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with the Facility Mortgagee, and such payment to Landlord or Facility Mortgagee shall be deemed to satisfy Tenant's obligation hereunder to pay the Impositions. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (Impositions, except that Landlord shall be responsible for any interest or and/or penalties incurred by Tenant as a result of Landlord's failure promptly to forward any invoices, assessment notices or other bills to Tenant and no Default or Event of Default shall be deemed to have occurred hereunder if Tenant's failure to pay timely any Impositions is due to Landlord's failure to give Tenant such Notice at least ten (10) days before the same)amounts therein are due. Tenant shall give prompt Notice to Landlord of all taxes included in Landlord Obligations payable by Landlord hereunder of which Tenant at any time has knowledge; provided, however, that Tenant's failure to give any such Notice shall in no way diminish Landlord's obligation hereunder to pay such Landlord Obligations, except that Tenant shall be responsible for any interest and/or penalties incurred by Landlord as a result of Tenant's failure to forward any invoices, assessment notices or other bills to Landlord and no Landlord Default shall be deemed to have occurred hereunder if Landlord's failure to pay timely any taxes included in Landlord Obligations is due to Tenant's failure to give Landlord such Notice at least ten (10) days before the amounts therein are due.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions Impositions, unless such failure continues for more than ninety (except that 90) days after the date Landlord shall be responsible for any interest or penalties incurred as a result learned of Landlord's failure promptly to forward the same)such Imposition.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest protest, which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. Landlord ▇▇▇▇▇▇. (d) ▇▇▇▇▇▇▇▇ and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and ▇▇▇▇▇▇’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions as and when due and payable during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease are required to be paid by the Ground Lessor thereunder). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. If and to the extent funds for Impositions are being reserved by Tenant on a regular basis with and held by Fee Mortgagee, Tenant shall be permitted to make a direct request to Fee Mortgagee (contemporaneously providing a copy of such request to Landlord) to cause such funds to be applied to Impositions when due and payable, unless a Tenant Event of Default exists, and, to the extent Fee Mortgagee fails to make such disbursement, the failure to timely pay such Impositions shall not give rise to any Tenant Event of Default or other liability or obligation of Tenant hereunder. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property to the extent payable during the Term or any part thereof, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, premium or further interest or cost may be added thereto. Landlord, at its expense, shall, Nothing in this Section 4.1 shall limit Tenant’s obligations with respect to funding reserves for Impositions to the extent required under Section 31.3. (a) Landlord or permitted by Applicable Law, Landlord REIT shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required ’s applicable direct or permitted by Applicable Laws, indirect parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file all required personal property tax returns in such jurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party Party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother Party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1 (subject to Article XII), shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof which identify in reasonable detail the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective e) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Commencement Date or the Expiration Date occurs shall be made without interest or penalty. adjusted and prorated between Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledgeand Tenant; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay its prorated share of Impositions imposed or assessed before the Expiration Date in respect of a tax-fiscal period during the Term shall survive the Expiration Date (and its right to contest the same pursuant to Article XII shall survive the Stated Expiration Date). Landlord will not enter into agreements that will result in, or consent to the imposition of, additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided, in each case, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax-fiscal period occurring (except that Landlord in whole or in part) prior to the Commencement Date, if any, shall be responsible for any interest Tenant’s obligation to pay or penalties incurred as a result of Landlord's failure promptly cause to forward the same)be paid.

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by any government or Government AgenciesAgency. If Provided no Default or Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Collective Leased Property Properties as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage require deposits on account of Impositions to be made with such Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required at the time and place that payments of Minimum Rent are required and Landlord shall transfer such amounts to such Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with such Facility Mortgagee. Landlord shall, however, use commercially reasonable best efforts to cause any Facility Mortgagee not to impose such obligation on Tenant. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (Impositions, except that Landlord shall be responsible for any interest (unless Tenant itself knew, or penalties incurred as a result should have known, about the existence of such Impositions obligation) pay all penalties, fines and other expenses arising out of Landlord's failure promptly to forward the same)give such Notice.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions as and when due and payable during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease are required to be paid by the ground lessor thereunder). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property to the extent payable during the Term or any part thereof, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, premium or further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (a) Landlord or permitted by Applicable Law, Landlord REIT shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required ’s applicable direct or permitted by Applicable Laws, indirect parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file all required personal property tax returns in such jurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party Party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother Party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1 (subject to Article XII), shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof which identify in reasonable detail the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective e) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Commencement Date or the Expiration Date occurs shall be made without interest or penalty. adjusted and prorated between Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledgeand Tenant; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay its prorated share of Impositions imposed or assessed before the Expiration Date in respect of a tax-fiscal period during the Term shall survive the Expiration Date (and its right to contest the same pursuant to Article XII shall survive the Stated Expiration Date). Landlord will not enter into agreements that will result in, or consent to the imposition of, additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided, in each case, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax-fiscal period occurring (except that Landlord in whole or in part) prior to the Commencement Date, if any, shall be responsible for any interest Tenant’s obligation to pay or penalties incurred as a result of Landlord's failure promptly cause to forward the same)be paid.

Impositions. (a) Subject to Article VIII Section 4.2 relating to permitted contests, and subject to Section 4.5, during the Term (whether prior or subsequent to any Multi-Tenant Occupancy Date), Tenant shall pay, or cause to be paid, either one hundred percent (100%) or Tenant’s Proportionate Share, as the case may be, of all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentnonpayment. Unless otherwise requested by Landlord (including to comply with Landlord Mortgage Documents), Tenant shall make such payments to be made directly to the taxing authorities where feasible, or otherwise make such payments to Landlord as part of the Installment Expenses, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Demised Premises or any part thereof, subject to Section 4.2. Tenant shall also be responsible for all Impositions which, on the date of the Master Lease, is a lien upon the Demised Premises or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordNotwithstanding the foregoing, at its expenseif Tenant is making payments of Installment Expenses which include estimated Impositions, shallLandlord shall provide funds to Tenant for the direct payment of Impositions by Tenant not later than thirty (30) days before the due date, as a condition precedent to the extent required or permitted by Applicable Law, Tenant’s obligation to make such direct payments of Impositions. (b) Landlord shall prepare and file or cause to be prepared and filed all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent and/or Lease Guarantor shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Demised Premises and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , net of all of Landlord’s costs, fees and expenses reasonably incurred in connection with obtaining such refund (including all reasonable attorneys’ fees). (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Demised Premises as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof that identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to Tenant withhold consent to customary additional Impositions that other property owners of all Impositions payable by Tenant hereunder properties similar to the Demised Premises customarily consent to in the ordinary course of which Landlord at any time has knowledgebusiness); provided, however, that Landlord's failure Tenant is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, as hereinafter provided, all of the following items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the Premises or cause the operation thereof: (a) Taxes, (b) water, water meter and sewer rents, rates and charges, (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 or like governmental charges applicable to the foregoing and any interest or costs with respect thereto, and (h) any and all other governmental levies, fees, rents, proffers, assessments or taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or 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, 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, or the use and occupancy thereof by Tenant and (2) encumbrances or liens on (i) the Premises, or (ii) any appurtenances of the Premises, or (iii) any personal property (except personal property which is not owned by or leased to Tenant), Fixtures or other 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, each such Imposition, or installment thereof, during the Term to be paidpaid not later than the Due Date thereof. However, all Impositions before if, by law, any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) Imposition may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully 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 (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result the payment of Landlord's failure promptly such installments only, together with applicable interest, if any, relating to forward periods for which such installment is due, provided however, that Tenant shall have notified Landlord of its election to pay in installments prior to the same)Due Date of such Imposition.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. . (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII relating to permitted contests(a) Promptly following each payment by Tenant of Impositions in accordance with this Lease, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other proof reasonably satisfactory proof to Landlord evidencing such paymentspayment. For the avoidance of doubt, Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Demised Premises or any part thereof during the Term, subject to the proviso in the immediately succeeding sentence and Section 4.2. Tenant shall also be responsible for all Impositions which, on the Commencement Date, are liens upon the Demised Premises or any part thereof; provided, however, that notwithstanding anything to the contrary herein, Landlord shall be responsible for all Impositions attributable to any period occurring prior to the Commencement Date pursuant to Section 4.1(f) below. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and same, together with any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord. (b) During the Term, at its expense, shall, to the extent required or permitted by Applicable Law, Landlord shall prepare and file or cause to be prepared and filed all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Tenant’s Parent and/or Lease Guarantor shall prepare and file all other tax returns and reports that are required to be filed pursuant to any Legal Requirements with respect to or relating to the Demised Premises, Tenant’s Property and the respective other assets, properties and business operations of Tenant (other than any such amounts that are described in respect of any Imposition as may be required by Government Agencies. If any the exclusions set forth in Section 4.3). (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or and may be retained by Tenant. , net of all of Landlord’s Cost and Expenses incurred in connection with assisting Tenant in obtaining such refund (to the extent Tenant requested such assistance). (d) Each of Landlord and Tenant shall, upon the written request of the otherother Party, provide such data as is may be maintained by the party Party to whom the such request is made with respect to the Leased Property Demised Premises as may be necessary to prepare any required tax returns and and/or reports. In the event Government Agencies classify If any property covered by this Agreement portion of any Demised Premises shall be classified as personal propertyproperty for tax purposes, then Tenant shall file all personal property tax returns in such jurisdictions where it may the same must legally so filebe filed. Each party of Landlord and Tenant shall, to the extent it such Party possesses the same, provide to the otherother Party, upon promptly following such Party’s written request, with such cost and depreciation records necessary for filing tax returns for any property so classified as personal property. Where To the extent that Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide to Tenant with copies of any assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest with respect thereto. (e) Promptly after request by Landlord, Tenant shall (i) notify Landlord of any changes to the amounts, schedules and instructions for payment of any Impositions of which Tenant has obtained knowledge and (ii) send Landlord any applicable bills for Impositions obtained by Tenant from the appropriate taxing authority or entity. ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof that identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. So long as no Event of Default exists, Landlord will not voluntarily enter into agreements that would reasonably be expected to result in additional Impositions (other than de minimis additional Impositions or unless Landlord agrees to pay all such additional Impositions) without Tenant’s consent. (f) Impositions imposed or assessed in respect of any tax-fiscal period during which the Term commences or terminates or expires shall be adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed or assessed before or after such commencement, termination or expiration (as applicable), and Tenant’s obligation to pay Tenant’s pro rata share thereof in respect of the applicable tax-fiscal period during the Term shall survive such termination or expiration. Promptly after request by Tenant, Landlord shall file, at Tenant's written request. All pay its pro rata share of any Impositions assessed against such personal property shall be (irrespective of whether Landlord relating to any tax period preceding the Commencement Date or Tenant shall file during the relevant return) paid by Tenant not later than the last date on tax period in which the same may be made without interest or penalty. Landlord shall give prompt Notice to Term commences so that Tenant of can timely pay all Impositions payable by Tenant hereunder of which Landlord at relating to such periods and discharge any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)liens related thereto.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. -24- Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities or other payees where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. . (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. 4.1.1 Subject to Article VIII relating to permitted contestsSection 4.5, Tenant shall paypay all Impositions attributable to a tax period, or cause to be paidportion thereof, all occurring during the Term (irrespective of whether the Impositions for such tax period are due and payable after the Term), when due and before any fine, penalty, premium, interest or other cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment. Where feasible, such payments to shall be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such paymentsauthorities. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments (provided no such installments shall extend beyond the Term) and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Tenant shall deliver to Landlord, at its expense, shall, not less than five (5) days prior to the extent required due date of each Imposition, copies of the invoice for such Imposition, the check delivered for payment thereof and an original receipt evidencing such payment or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect other proof of payment satisfactory to Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, . 4.1.2 Notwithstanding Section 4.1.1 to the extent required or permitted by Applicable Lawscontrary, prepare and file all other tax returns and reports in with respect of any Imposition as may be to those Impositions, if any, that Landlord is required by Government Agencies. If any refund Legal Requirements to remit directly to the applicable taxing authority, Landlord shall be due from any pay such Impositions directly to such taxing authority in respect and within ten (10) Business Days after Landlord delivering to Tenant notice and evidence of any Imposition such payment, Tenant shall reimburse Landlord for such paid by Tenant, the same shall be paid over to or retained by TenantImpositions. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Leased Property any Facility as may be necessary to prepare any required returns and reports. In the event Government Agencies classify . 4.1.3 Tenant shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to or relating to all Impositions (other than those Impositions, if any, based on Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock). 4.1.4 Tenant may, upon notice to Landlord, at Tenant’s option and at Tenant’s sole cost and expense, protest, appeal or institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and Landlord, at Tenant’s expense, shall reasonably cooperate with Tenant in such protest, appeal or other action; provided, however, that upon Landlord’s request in connection with any property covered by this Agreement as personal propertysuch protest or appeal, Tenant shall file all post an adequate bond or deposit sufficient sums with Landlord to insure payment of any such real estate or personal property tax returns in assessments during the pendency of any such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether or appeal. 4.1.5 Landlord or Tenant Landlord’s designee shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall use reasonable efforts to give prompt Notice notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; , provided, however, that Landlord's any failure by Landlord to give any provide such Notice notice to Tenant shall in no way diminish relieve Tenant of its obligation to timely pay the Impositions, but, with respect to any such Impositions of which Tenant does not otherwise have knowledge, such failure by Landlord shall suspend any default by Tenant hereunder for a reasonable time after Tenant receives notice of any Impositions which it is obligated to pay. 4.1.6 Impositions imposed or assessed in respect of the tax-fiscal period during which the Term commences or terminates shall be adjusted and prorated between Landlord and Tenant's , whether or not such Imposition is imposed or assessed before or after such commencement or termination, and Tenant’s obligation hereunder to pay its prorated share thereof shall survive such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)termination.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII relating to permitted contests(a) Before interest or penalties are due thereon and otherwise when due, Tenant the Grantor shall pay, or cause to be paidpay all taxes of every kind and nature, all Impositions before charges for any fineeasement or agreement maintained for the benefit of any of the Property, penaltyall general and special assessments (including, interest without limitation, any condominium or cost (planned unit development assessments, if any), levies, permits, inspection and license fees, all water and sewer rents and charges, and all other than any opportunity cost as a result charges and Liens, whether of a failure like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against the Grantor or any of the Property. The Grantor shall comply in all respects with all agreements, mortgages, covenants, and restrictions now or hereafter affecting the Realty or Improvements. The obligations referred to take advantage in this Section are hereinafter collectively referred to as the "Impositions". Within thirty (30) days after the payment of any discount for early payment) may be added for non-paymentImposition, such payments to be made directly the Grantor shall deliver to the taxing authorities where feasible, and shall promptly, upon request, furnish Beneficiary evidence acceptable to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance Beneficiary of such Imposition), Tenant may exercise the option payment. The Grantor's obligations to pay the same Impositions shall survive the Beneficiary's taking title to the Property through foreclosure, deed-in-lieu or otherwise. The Grantor shall also deliver to the Beneficiary, within ten (10) days of receipt thereof, copies of all settlements and notices pertaining to the Impositions which may be issued by any accrued Governmental Authority. (b) Subject to the right of the Grantor to contest the payment of an Imposition as provided in Section 7 hereof, the Beneficiary may pay or perform any Imposition and add the amount so paid or the cost incurred to the Obligations, and all such amounts shall on demand be due and payable, together with interest on thereon from the unpaid balance date of such Imposition) demand at the Default Rate (as such term is defined in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the sameNote).

Impositions. Subject to Article VIII relating to permitted contests8, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agenciesgovernmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by TenantTenant if no Default or Event of Default shall have occurred and be continuing. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies governmental authorities classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than thirty (30) days prior to the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage requires deposits on account of Impositions to be made with such Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required and Landlord shall transfer such amounts to such Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with such Facility Mortgagee. Landlord shall give prompt Notice written notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions. Impositions (except that Landlord imposed in respect of the tax-fiscal period during which the Term commences and/or terminates shall be responsible for any interest prorated between Landlord and Tenant, whether or penalties incurred as a result of Landlord's failure promptly to forward the same)not such Imposition is imposed before or after such termination.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment. Tenant shall make, or cause to be made, such payments to be made directly to the taxing authorities where feasible, (or any such other party imposing the same) and shall promptly, upon request(i) with respect to Primary Impositions, furnish to Landlord once per calendar quarter, a listing of such payments, together, upon the reasonable request of Landlord, with copies of official invoices or receipts or other reasonably satisfactory proof evidencing such payments, and (ii) with respect to Secondary Impositions, furnish to Landlord once per calendar year upon request, provided that Landlord has reasonable justification for any such request in this clause (ii) and includes the same in its request to Tenant, a listing of such material payments, and, upon the reasonable request of Landlord, copies of official invoices or receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make (or cause to be made) such payments directly to the taxing authorities or other applicable party, then Tenant shall make (or cause to be made) such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. Tenant’s obligation to pay (or cause to be paid) Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any such part thereof subject to Article XII. If any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. . (b) Landlord or Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, ’s Parent shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. Landlord ▇▇▇▇▇▇. (d) ▇▇▇▇▇▇▇▇ and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it or any Operating Subtenant possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be (irrespective accompanied by copies of whether a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on with respect to which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)payments are made.

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord For so long as no Event of Default shall have occurred hereunder and Tenant be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.3 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.4 Lessee may, upon notice to Lessor, at Tenant's written requestLessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. All Impositions assessed against such proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. ▇▇▇▇▇▇▇▇ for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a ▇▇▇▇ therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.5 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax‑fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, pay or cause to be paidpaid as Additional Rent, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for the non-paymentpayment thereof all taxes, payments in lieu of taxes, assessments, betterments, water and sewer rents, rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time during the Term of this Lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien upon, the Premises or the leasehold, or any part thereof or any appurtenance thereto, whether such payments to be charges are made directly to Tenant or through or in the taxing authorities where feasiblename of Landlord (all such taxes, payments in lieu of taxes, assessments, betterments, water and shall promptlysewer rents, upon requestrates and charges, furnish levies, license and permit fees and other governmental charges being hereafter referred to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If as “Impositions”); provided, however, that‌ (a) If, by law, any such Imposition may, may at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, installments over such period as the law allows and Tenant shall pay only be liable for such installments as shall become due during the Term as of this Lease; and (b) All Impositions for the same become due fiscal years in which the Term of this Lease shall begin and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund end shall be due from any taxing authority in respect apportioned so that Tenant shall pay only those portions thereof which correspond with the portion of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data said year as is maintained by within the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Term hereby demised.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable LawLaws, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions. Reference is made to that certain Development Agreement, dated as of 2003, between the City of ▇▇▇▇▇▇, Minnesota (the “City of ▇▇▇▇▇▇”) and SNH CHS Properties Trust, as successor by assignment from Dignified Assisted Living, Inc. (the “Development Agreement”). Notwithstanding anything contained in this Agreement to the contrary, the Impositions payable by Tenant hereunder shall not include any of the Tax Increments described in the Development Agreement. So long as the Development Agreement remains outstanding, (except that Landlord i) SNH CHS Properties Trust shall pay all of the Tax Increments directly to the City of ▇▇▇▇▇▇ under the Development Agreement; (ii) SNH CHS Properties Trust shall be responsible for entitled to receive any interest or penalties incurred portion of the Reimbursement Amount (as a result described in the Development Agreement) paid by the City of Landlord's failure promptly ▇▇▇▇▇▇ under the Development Agreement, and (iii) Tenant shall pay to forward Landlord the same)fixed amount of $15,000 per year.

Impositions. Subject to Article VIII relating to permitted contestsCompany shall, Tenant shall during the Loan Term, timely, except as otherwise provided herein, bear, pay, or cause to be paidand discharge, all Impositions before any finetaxes and assessments, penaltygeneral and special, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) if any, which may be added taxed, charged, levied, assessed, or imposed upon or against or be payable for non-paymentor in respect of the Mortgaged Property, such payments to be made directly or any part thereof, or any improvements at any time thereon or on Company’s interest in the Mortgaged Property under this Loan Agreement, including any new taxes and assessments not of the kind enumerated above to the taxing authorities where feasibleextent that the same are made, levied against real and personal property, and shall promptlyfurther including without limitation all water and sewer charges, upon requestassessments, furnish to Landlord copies of official receipts and other governmental charges and impositions whatsoever, foreseen or other reasonably satisfactory proof evidencing such payments. If any such Imposition mayunforeseen, at which if not paid when due would encumber the option Mortgaged Property (all of the taxpayer, foregoing being herein referred to as “Impositions”). In the event any special assessment taxes are lawfully levied and assessed which may be paid in installments (whether or not interest installments, Company shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option be required to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay only such installments thereof as become due and payable during the Loan Term as and when the same become due and before payable. Any Impositions which Company is required to bear, pay, and discharge shall be remitted directly to the authority which is entitled to the payment thereof. Within 30 days after the last day for payment or as soon thereafter as is reasonably practicable, without penalty or, interest, of an Imposition which Company is required to bear, pay, and discharge pursuant to the terms hereof, Company shall deliver to Issuer upon its written request a reproduced copy of any finestatement issued therefor which has been duly receipted to show the payment thereof. Notwithstanding the foregoing, penaltyCompany shall have the right, premium, further interest or cost may be added thereto. Landlord, at in its expense, shallname, to contest in good faith the extent required validity or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect amount of any Imposition as may be which Company is required to bear, pay, and discharge pursuant to the terms of this Section by Government Agenciesappropriate legal proceedings provided Company, before instituting any such contest in Company’s name, gives Trustee written notice of its intention so to do and Company diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, sets aside on its books and maintains adequate reserves for the payment of any liability therefrom in conformity with generally accepted accounting principles, and promptly pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction thereof. If any refund Company shall be due hold Issuer and Trustee whole and harmless from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over costs and expenses Issuer and Trustee may reasonably incur related to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)contest.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except other than any penalties that accrue due to the failure of Landlord shall be responsible to promptly notify Tenant), unless such failure continues for any interest or penalties incurred as a result more than twelve (12) months after the date Landlord learned of Landlord's failure promptly to forward the same)such Imposition.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordFor the avoidance of doubt, at its expense, shall, ▇▇▇▇▇▇ shall be responsible for the payment of all Impositions that are due and payable as of the Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the extent required Commencement Date). (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenantor on behalf of Tenant or ▇▇▇▇▇▇’s Affiliates, including prior to the same Merger, shall be paid over to or retained by Tenant. Landlord ▇▇▇▇▇▇. (d) ▇▇▇▇▇▇▇▇ and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and ▇▇▇▇▇▇’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. 4.1.1 Subject to Article VIII relating to permitted contestsSection 4.4, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentnonpayment. Subject to Section 4.4, Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at but in no event later than thirty (30) days prior to the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay date the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, would become delinquent. 4.1.2 Landlord shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and shall pay all taxes associated with such tax returns, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Tenant shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in Legal Requirements with respect of any Imposition paid by Tenant, the same shall be paid over to or retained by relating to the Premises and Tenant. ’s Personal Property and shall pay all taxes associated with such tax returns. 4.1.3 Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Premises as may be necessary to prepare any required returns and reportsreports to taxing authorities. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which Landlord shall fileprotest. 4.1.4 Subject to the conditions set forth in Section 12.1, Tenant may, upon notice to Landlord, at Tenant's written request. All Impositions assessed against ’s option and at Tenant’s sole cost and expense, protest, appeal, or institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and Landlord, at Tenant’s expense as aforesaid, shall be (irrespective of whether Landlord reasonably cooperate with Tenant in such protest, appeal, or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest other action but at no cost or penalty. expense to Landlord. 4.1.5 Landlord shall give prompt Notice notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has actual knowledge; provided, however, that but Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's obligation ’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term commences or terminates shall be responsible for any interest adjusted and prorated between Landlord and Tenant, whether or penalties incurred as a result not such Imposition is imposed or assessed before or after such commencement or termination, and Tenant’s obligation to pay its prorated share thereof shall survive termination of Landlord's failure promptly to forward the same)this Lease.

Impositions. Subject to Article VIII relating to permitted contests, Tenant (a) Grantor shall pay, pay or cause to be paid, all Impositions when due and before any fine, penalty, interest interest, or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentattaches thereto, such payments to be made directly to the taxing authorities where feasibleall taxes, assessments, utility charges, and shall promptlyall other governmental or nongovernmental charges or levies now or hereafter assessed or levied against any part of the Property (including, without limitation, levies or charges resulting from covenants, conditions and restrictions affecting the Property) or upon requestthe lien or estate of the Beneficiary therein (collectively, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If the “Impositions”); provided, however, that if by law any such Imposition may, at the option of the taxpayer, lawfully imposition may be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition)thereof, Tenant the Grantor may exercise the option to pay the same in installments (and any together with accrued interest on the unpaid balance of such Impositionthereof) in installments and, in such event, shall pay such installments during the Term as the same become due and due, before any fine, penalty, premium, further interest or cost may be added attaches thereto. LandlordGrantor shall also pay when due all claims for labor, materials, or supplies that, if unpaid, might become a lien on the Property or any portion thereof. Notwithstanding the terms of this Section 1.9(a) to the contrary Grantor shall have the right to contest any such amounts and defer the payment thereof as and to the extent provided in the Note Purchase Agreement. (b) Should an Event of Default occur and be continuing Beneficiary, at its expenseoption, may engage Ticor Tax Service (or other realty tax payment monitoring service Beneficiary shall select) to monitor, for the balance of the term of the Notes, the payments made by Grantor on the real estate taxes due on the Property. Grantor shall reimburse Beneficiary on demand, the charges for such service. If not so paid, such charges shall be deemed an advancement by the Beneficiary as provided for in section 1.9(d) and shall bear interest accordingly. (c) Grantor may, at its expense and after prior notice to Beneficiary, contest by appropriate legal, administrative, or other proceedings conducted in good faith and with due diligence, the amount, validity, or application, in whole or in part, of any Imposition or lien therefor or any claim of any laborer, materialmen, supplier or vendor or lien therefor, and may withhold payment of the same pending completion of such proceedings if permitted by law, provided that: (i) such proceedings shall suspend collection from the Property; (ii) neither the Property nor any part thereof nor interest therein will be sold, forfeited, or lost if Grantor pays the amount or satisfies the condition being contested, and Grantor would have the opportunity to do so in the event of Grantor’s failure to prevail in the contest; (iii) Beneficiary shall, by virtue of such permitted contest, not be exposed to the extent required any risk of any criminal liability or permitted by Applicable Law, prepare any civil liability for which Grantor has not furnished additional security as provided in clause (iv) following; and file all tax returns and pay all taxes due (iv) Grantor shall have furnished to Beneficiary additional security in respect of Landlord's net income, gross receipts, sales the claim being contested or the loss or damage which may result from Grantor’s failure to prevail in such contest in such form and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition amount as may be required reasonably requested by Government AgenciesBeneficiary. (d) Upon Grantor’s failure to comply with the covenants and agreements contained in this Deed of Trust, including without limitation payment of taxes, charges, assessments, insurance premiums, maintenance and repair of the Property and costs incurred for the protection of the Property and Beneficiary’s priority, Beneficiary, without prejudice to any rights given herein and after ten (10) days’ notice to Grantor, may make advances to perform or cure same in behalf of Grantor; and Grantor hereby agrees to repay all sums so advanced, on written demand, with interest from the date advanced at the Default Rate, as defined in the Note Purchase Agreement. If any refund All sums so advanced, with interest as aforesaid, until paid by Grantor, shall be immediately due and payable and be added to and become a part of any indebtedness or obligation secured hereby in such manner or order as Beneficiary may desire or determine, having the benefit of the lien hereby created as a part thereof and of its priority; but no such advances shall be deemed to relieve Grantor from any taxing authority default hereunder or impair any right or remedy consequent thereto. The exercise of the rights to make advances granted in respect of any Imposition paid by Tenant, the same this paragraph shall be paid over optional with Beneficiary and not obligatory; and Beneficiary shall not, in any case, be liable to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary Grantor for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give exercise any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)right.

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, subject to Article 8 relating to Permitted Contests, shall pay such installments which are due during or with respect to periods occurring during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. If an Event of Default has occurred, Landlord shall apply such amounts to amounts due and owing under this Agreement and to the costs of collection of the same and shall pay any excess to Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).with

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and Tenant shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLegal Requirements, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement Lease and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's ’s written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's ’s failure promptly to forward the same).

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable LawLaws, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions. Notwithstanding anything contained herein to the contrary, Tenant shall fund (or cause to be funded) any escrows for Impositions required by the lender under the Existing Financing Documents in connection with its obligations to pay such Impositions under this Section 3.1.3(a) (except that Landlord and any amounts so escrowed shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly belong to forward the sameTenant).

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before they become delinquent (other than any payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid when such payments are due and payable, as required under the applicable Ground Lease or Property Document) during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease or Property Document are required to be paid by the Ground Lessor or counterparty thereunder (it being understood, for the avoidance of doubt, that (w) Tenant shall not be required to pay any Impositions with respect to the Leased Property (Octavius) that accrued prior to the First Amendment Date and that the applicable lessor was required to pay under the Prior Octavius Ground Lease, (x) Tenant shall be required to pay any Impositions with respect to the Leased Property (Octavius) that accrue from and after the First Amendment Date on the same terms as any other Leased Property hereunder, (y) Tenant shall not be required to pay any Impositions with respect to the Leased Property (HLV) that accrued prior to the Second Amendment Date and that HLV Landlord was required to pay under the HLV Lease and (z) Tenant shall be required to pay any Impositions with respect to the Leased Property (HLV) that accrue from and after the Second Amendment Date on the same terms as any other Leased Property hereunder)). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to such payments becoming delinquent (except in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid to Landlord at least ten (10) Business Days prior to such payments becoming due and payable under the applicable Ground Lease or Property Document), and Landlord shall make such payments to the taxing authorities or other applicable party prior to delinquency (or, in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), the date that such payments are due and payable under the applicable Ground Lease or Property Document). If and to the extent funds for Impositions are being reserved by Tenant with and held by Fee Mortgagee, Tenant shall be permitted to make a direct request to Fee Mortgagee (contemporaneously providing a copy of such request to Landlord) to cause such funds to be applied to Impositions when due and payable, unless a Tenant Event of Default exists, and, to the extent Fee Mortgagee fails to make such disbursement, the failure to timely pay such Impositions shall not give rise to any Tenant Event of Default or other liability or obligation of Tenant hereunder. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof to the extent payable during the Term, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as before the same respectively become due delinquent and before any fine, penalty, premium, premium or further interest or cost may be added thereto. . (a) Landlord, at its expense, shall, to the extent required Landlord REIT or permitted by Applicable Law, their Affiliate shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”) (irrespective of whether the same comprise Impositions payable by Tenant hereunder or otherwise payable by Landlord, Landlord REIT or any of their Affiliates), and Tenant or Tenant, at its expense, shall, to the extent required ’s applicable direct or permitted by Applicable Laws, indirect parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file all required personal property tax returns in such jurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party Party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother Party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1 (subject to Article XII), shall be accompanied by copies of any applicable Landlord Tax Returns (irrespective together with copies of whether all underlying supporting documentation for any such Landlord Tax Returns), a ▇▇▇▇ therefor and payments thereof, which shall identify in reasonable detail the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (e) Impositions imposed or assessed in respect of the tax-fiscal period during which the Expiration Date occurs shall be adjusted and prorated between Landlord and Tenant; provided, that Tenant’s obligation to pay its prorated share of Impositions imposed or assessed before the Expiration Date in respect of a tax-fiscal period during the Term shall survive the Expiration Date (and its right to contest the same pursuant to Article XII shall survive the Stated Expiration Date). Landlord will not enter into agreements that will result in, or consent to the imposition of, additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided, (i) in each case, Tenant is given reasonable opportunity to participate in the process leading to such agreement and (ii) this sentence shall file not restrict entry into agreements with Persons other than governmental or similar authorities or bodies on the relevant return) basis that such agreements may have the effect of increasing franchise, capital stock or similar taxes that are required to be paid by Tenant not later than hereunder. Impositions imposed or assessed in respect of any tax-fiscal period occurring (in whole or in part) prior to the last date on which the same may Commencement Date or HLV Lease Commencement Date, as applicable, if any, shall be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall or cause to be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)paid.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all real estate taxes prior to delinquency, and all other Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII relating to permitted contests, Tenant (a) Trustor shall pay, or cause to be paid, prior to the date due, and in any event prior to delinquency, all Impositions before any finereal and personal property taxes and assessments, penaltygeneral and special, interest or cost (and all other than any opportunity cost as a result of a failure to take advantage taxes and assessments of any discount for early payment) kind or nature whatsoever (including, without limitation, nongovernmental levies or assessments such as property owners’ association assessments, fee and dues, maintenance charges, water charges, water toll charges, irrigation fees and assessments, levies, or charges resulting from covenants, conditions and restrictions affecting the Trust Estate, which if unpaid or not performed may be added for non-paymentresult in forfeiture of the same), such payments that are assessed or imposed upon the Trust Estate or become due and payable and that create or may create if not paid a lien upon the Trust Estate (the above are sometimes referred to be made directly to the taxing authorities where feasibleherein individually as an “Imposition” and collectively as “Impositions”), and shall promptlyprovided, upon requesthowever, furnish to Landlord copies of official receipts that if by law any Imposition is payable, or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, may at the option of the taxpayertaxpayer be paid, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Tenant Trustor may exercise the option to pay the same (and or cause it to be paid, together with any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same become becomes due and before any fine, penalty, premiuminterest, further interest or cost may be added theretothereto for the nonpayment of any such installment and interest. (b) If at any time after the date hereof there shall be assessed or imposed a fee, tax, or assessment on Beneficiary (other than income taxes) and measured by or based in whole or in part upon this Deed of Trust or the outstanding amount of the Secured Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term “Impositions” as defined in Section 1.08(a) and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. LandlordIf Trustor fails to pay any Impositions prior to delinquency, Beneficiary may, at its expenseoption, shallpursue any and all rights and remedies hereunder or under the Facility Documents as for a default or event of default, and such remedies may be pursued individually, singly or concurrently. (c) Trustor shall have the right before any delinquency occurs to contest or object to the extent amount or validity of any Imposition by appropriate proceedings, but this shall not be deemed or construed in any way as relieving, modifying, or extending Trustor’s covenant to pay any such Imposition at the time and in the manner provided in this Section 1.08, unless Trustor has given prior written notice to Beneficiary of Trustor’s intent to so contest or object to an Imposition, and unless, in Beneficiary’s absolute and sole discretion, (i) Trustor shall demonstrate to Beneficiary’s satisfaction that the proceedings to be initiated by Trustor shall conclusively operate to prevent the sale of the Trust Estate or any part thereof or interest therein to satisfy such Imposition prior to final determination of such proceedings, (ii) Trustor shall furnish a good and sufficient bond or surety as requested by and satisfactory to Beneficiary, or (iii) Trustor shall demonstrate to Beneficiary’s satisfaction that Trustor has provided a good and sufficient undertaking as may be required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, law to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect accomplish a stay of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)sale.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before they become delinquent (other than any payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid when such payments are due and payable, as required under the applicable Ground Lease or Property Document) during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease or Property Document are required to be paid by the Ground Lessor or counterparty thereunder (it being understood, for the avoidance of doubt, that (x) Tenant shall not be required to pay any Impositions with respect to the Leased Property (Octavius) that accrued prior to the Amendment Date and that the applicable lessor was required to pay under the Prior Octavius Ground Lease and (y) Tenant shall be required to pay any Impositions with respect to the Leased Property (Octavius) that accrue from and after the Amendment Date on the same terms as any other Leased Property hereunder)). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to such payments becoming delinquent (except in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid to Landlord at least ten (10) Business Days prior to such payments becoming due and payable under the applicable Ground Lease or Property Document), and Landlord shall make such payments to the taxing authorities or other applicable party prior to delinquency (or, in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), the date that such payments are due and payable under the applicable Ground Lease or Property Document). If and to the extent funds for Impositions are being reserved by Tenant with and held by Fee Mortgagee, Tenant shall be permitted to make a direct request to Fee Mortgagee (contemporaneously providing a copy of such request to Landlord) to cause such funds to be applied to Impositions when due and payable, unless a Tenant Event of Default exists, and, to the extent Fee Mortgagee fails to make such disbursement, the failure to timely pay such Impositions shall not give rise to any Tenant Event of Default or other liability or obligation of Tenant hereunder. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property to the extent payable during the Term or any part thereof, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as before the same respectively become due delinquent and before any fine, penalty, premium, premium or further interest or cost may be added thereto. Landlord, at its expense, shall, Nothing in this Section 4.1 shall limit Tenant’s obligations with respect to funding reserves for Impositions to the extent required under Section 31.3. (a) Landlord or permitted by Applicable Law, Landlord REIT shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required ’s applicable direct or permitted by Applicable Laws, indirect parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file all required personal property tax returns in such jurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. , and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party Party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother Party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1 (subject to Article XII), shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof which identify in reasonable detail the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective e) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Commencement Date or the Expiration Date occurs shall be made without interest or penalty. adjusted and prorated between Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledgeand Tenant; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay its prorated share of Impositions imposed or assessed before the Expiration Date in respect of a tax-fiscal period during the Term shall survive the Expiration Date (and its right to contest the same pursuant to Article XII shall survive the Stated Expiration Date). Landlord will not enter into agreements that will result in, or consent to the imposition of, additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided, in each case, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax-fiscal period occurring (except that Landlord in whole or in part) prior to the Commencement Date, if any, shall be responsible for any interest Tenant’s obligation to pay or penalties incurred as a result of Landlord's failure promptly cause to forward the same)be paid.

Impositions. Subject If charged to Article VIII relating to permitted contestsall other similar users of the Airport facilities, Tenant shall pay, pay or cause to be paidpaid as Additional Rent, all Impositions before taxes, payments in lieu of taxes, assessments, rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, that at any finetime during the Term may be assessed, penaltylevied, interest confirmed, imposed upon, or cost (other than grow or become due and payable out of or in respect of, or become a lien upon, the Premises or the leasehold, or any opportunity cost part thereof as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, this Lease and/or Tenant’s leasehold interest whether such payments to be charges are made directly to Tenant or through or in the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option name of the taxpayerCommission (all such taxes, lawfully be paid payments in installments (whether or not interest shall accrue on the unpaid balance lieu of such taxes, assessments, rates and charges, levies, license and permit fees and other governmental charges being hereafter referred to collectively as “Impositions” and individually as “Imposition”), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give (a) if, by law, any Imposition may at the option of the taxpayer be paid in installments, Tenant may pay the same in such Notice installments over such period as the law allows, and Tenant shall only be liable for such installments as shall become due during the Term, and (b) all Impositions for the fiscal years in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord which the Term shall begin and end shall be responsible for apportioned so that Tenant shall pay only those portions thereof that correspond with the portion of said year as is within the Term. Tenant, upon request of the Commission, shall furnish to the Commission within thirty (30) days of the date when any interest Imposition would become delinquent, official receipts of the appropriate taxing authority, or penalties incurred as a result of Landlord's failure promptly other evidence reasonably satisfactory to forward the same)Commission, evidencing the payment thereof.

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock; provided, that if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at least fifteen (15) days prior to the due date for such returns, extensions and/or reports in order to provide Lessee the opportunity to review such returns, extensions and/or reports and the allocations of any Impositions set forth therein, and TenantLessor shall not file such returns, at its expenseextensions and/or reports without the prior written consent of Lessee, shall, not to the extent required or permitted by Applicable Laws, be unreasonably withheld. Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee’s Personal Property. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lessor and Tenant applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.4 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.5 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. ▇▇▇▇▇▇▇▇ for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a ▇▇▇▇ therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.7 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock; provided, that if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at least fifteen (15) days prior to the due date for such returns, extensions and/or reports in order to provide Lessee the opportunity to review such returns, extensions and/or reports and the allocations of any Impositions set forth therein, and TenantLessor shall not file such returns, at its expenseextensions and/or reports without the prior written consent of Lessee, shall, not to the extent required or permitted by Applicable Laws, be unreasonably withheld. Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord For so long as no Event of Default shall have occurred hereunder and Tenant be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.3 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.4 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. ▇▇▇▇▇▇▇▇ for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a ▇▇▇▇ therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.5 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. Subject to Article VIII relating to permitted contestsa. From and after the Effective Date, Tenant Lessee shall paypay all taxes, assessments for local improvements, use and occupancy taxes, water, storm and sanitary sewer rates and charges, licenses and permit fees, tap fees and other governmental levies and charges which are assessed, levied, confirmed, imposed or become a lien upon the Leased Premises (or any portion thereof), or cause to be paid, all Impositions before any fine, penalty, interest become payable or cost accrue during the Term (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments"Impositions"). If any Lessee does not timely pay such Imposition Impositions Lessor may, at the option of the taxpayerbut shall not be obligated to, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (without waiving Lessee's default) and any accrued interest on such amount so paid, together with a finance charge thereon at the unpaid balance of such Imposition) in installments and, in such eventDefault Rate, shall pay such installments during the Term as the same become be due and before payable to Lessor as Additional Rent upon written demand therefor by Lessor. As soon as reasonably practical, Lessee shall furnish to Lessor official receipts of the appropriate taxing or regulatory authority or a canceled check payable to such taxing authority or other evidence reasonably satisfactory to Lessor evidencing payment thereof. b. So long as there is then no uncured Event of Default, Lessee may contest the collection or assessment of any fineImposition by legal proceedings or other appropriate action. If Lessee so elects to contest such amounts, penalty▇▇▇▇▇▇ shall, premiumprior to the prosecution or defense of any such claim, further interest or cost may be added thereto. Landlord, at notify Lessor in writing of its expense, shalldecision to pursue such contest and, to the extent procedurally required and to avoid the consequences of delinquency, Lessee shall pay the amount in question prior to initiating the contest or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shallotherwise shall provide, to the extent required reasonable satisfaction of Lessor, adequate security to Lessor prior to initiating the contest. Within thirty (30) days after the conclusion of such contest, Lessee shall pay the amount, if any, determined to be due. Notwithstanding the above, Lessee may not delay, reduce or permitted by Applicable Lawsotherwise fail to timely pay in full any charges, prepare and file all other tax returns and reports in respect fees, assessments or payments of any Imposition as may be required by Government Agencies. If any refund shall be kind due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide Lessor; if Lessee protests such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)payments.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, and without any duplication as to amounts payable by Tenant as Additional Charges to Landlord, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities or such other third parties where feasible, and . Tenant’s obligation to pay Impositions shall promptly, be absolutely fixed upon request, furnish the date such Impositions become a Lien upon the Leased Property or any part thereof subject to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such paymentsArticle XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . (b) Landlord shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Tenant shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. If For the avoidance of doubt, to facilitate administrative efficiency and to mitigate the risk of duplication of tasks and double-taxation on assets that are on the books and records of Landlord and Tenant, Tenant shall file all tax returns and reports required by any Legal Requirements with respect to or relating to the Leased Property, the Capital Improvements, and Tenant’s Property except to the extent Landlord is required (and Tenant is not otherwise permitted) to make such filing, in which case Landlord shall make such filing following Notice thereof from Tenant. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, or on behalf of Tenant on or after the same date of this Master Lease or in respect of any period prior to the Commencement Date shall be paid over to or retained by Tenant. If Landlord receives such refund from the taxing authority, Landlord shall pay such refund over to Tenant no later than thirty (30) days after receipt of such refund by Landlord. (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required tax returns and reports. In the event Government Agencies classify For any property covered by this Agreement as Master Lease that is real property or personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal propertyrequired to be reported hereunder. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII relating to permitted contestsSection 3.1. From and after the Commencement Date and throughout the Term, Tenant shall pay, or cause to be paid, all Impositions pay and discharge not later than twenty (20) days before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for the non-paymentpayment thereof, all taxes, assessments, water rents, sewer rents and charges, duties, impositions, license and permit fees, charges for public utilities of any kind, payments and other charges of every kind and nature whatsoever, ordinary or extraordinary, foreseen or unforeseen, general or special, in said categories, together with any interest or penalties imposed upon the late payment thereof, which, pursuant to past, present or future law, during, prior to or after (but attributable to a period 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 improvements or personal property in or on the Premises, the Rent and income payable by Tenant or on account of any use of the Premises and such payments to franchises as may be made directly appurtenant to the taxing authorities where feasible, use and shall promptlyoccupation of the Premises (all of the foregoing being hereinafter referred to as "IMPOSITIONS"). Tenant, upon requestrequest from Landlord, furnish shall submit to Landlord copies of official the proper and sufficient receipts or other reasonably satisfactory proof evidencing such paymentsevidence of payment and discharge of the same. If any such Imposition mayImpositions are not paid when due under this Lease, at Landlord shall have the option of the taxpayer, lawfully right but shall not be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option obligated to pay the same (and any accrued interest on the unpaid balance following written notice to Tenant of such payment, provided Tenant does not contest the same as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Additional Rent hereunder. Section 3.2. Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof, provided (i) the same 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 the holder (the "MORTGAGEE") of any mortgage or deed of trust (a "MORTGAGE") encumbering all or any part of the Premises to the risk of any criminal or civil liability, and (iv) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage to ensure payment of such contested Imposition) . Landlord agrees to execute and deliver to Tenant any and all documents reasonably required for such purpose and to cooperate with Tenant in installments and, every reasonable respect in such eventcontest, but without any cost or expense to Landlord. Section 3.3. To the extent permitted by 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, and upon such conversion Tenant shall pay such and discharge said annual installments during the Term as the same they shall become due and before any fine, penalty, premium, further interest or cost may be added theretopayable. Landlord, at its expense, shall, Tenant shall pay all such deferred installments prior to the extent required expiration or permitted by Applicable Lawsooner termination of the Term, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund notwithstanding that such installments shall not then be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledgepayable; provided, however, that any Impositions (other than one converted by Tenant so as to be payable in annual installments as aforesaid) relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be adjusted between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay 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. Section 3.4. If at any time during the Term, a tax or excise on Rent or other tax, however described, is levied or assessed with respect to the Rent or any part thereof (as opposed to the income of Landlord's failure ) or against 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 Rent or other tax before it becomes delinquent, and the same shall be deemed to give be an Imposition levied against the Premises. Section 3.5. Except as set forth in Section 3.4 above, Tenant shall not be obligated to pay any franchise, excise, corporate, estate, inheritance, succession, capital, levy or transfer tax of Landlord or any income, profits or revenue tax upon the income of Landlord. Section 3.6. In the event that Landlord is required pursuant to the terms of any Mortgage to make monthly or other tax escrow payments to any Mortgagee or if an Event of Default shall occur and be continuing, Tenant agrees that, on demand made by Landlord, it shall: (i) deposit with Landlord or Mortgagee, on the day of demand and on the same day of each month thereafter until thirty (30) days prior to the date when the next installment of Impositions is due to the authority or other person to whom the same is paid, an amount equal to said next installment of Impositions divided by the number of months over which such Notice shall in no way diminish Tenant's obligation hereunder deposits are to be made; and (ii) thereafter during the Term deposit with Landlord or Mortgagee an amount each month estimated by Landlord or Mortgagee to be adequate to create a fund which, as each succeeding installment of Impositions becomes due, will be sufficient, thirty (30) days prior to such due date, to pay such Impositions installment in full. 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 Imposition is increased or Landlord or Mortgagee believes that it will be, said monthly deposits shall be increased upon demand by Landlord or Mortgagee so that, thirty (except 30) days prior to the due date for each installment of Impositions, 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 Imposition at least thirty (30) days prior to the due date therefor, deposits for each category of Imposition shall be treated separately, it being the intention that Landlord shall not be responsible obligated to use moneys deposited for the payment of an item not yet due and payable to the payment of an item that is due and payable. Notwithstanding the foregoing, it is understood and agreed that (a) to the extent permitted by applicable law, deposits provided for hereunder may be held by Landlord or Mortgagee in a single bank account and commingled with other funds of Landlord or Mortgagee, and (b) Landlord or Mortgagee, may, if Tenant fails to make any deposit required hereunder, use deposits made for any interest one item for the payment of the same or penalties incurred as 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 result of Landlord's failure promptly to forward resulting deficiency, Tenant shall pay the same), and if there is a surplus, Tenant shall be entitled to a refund of the surplus. Section 3.7. If Landlord ceases to have any interest in the Premises, Landlord shall transfer to the person or entity who owns or acquires such interest in the Premises from Landlord and is the transferee of this Lease, the deposits made pursuant to Section 3.6 hereof, subject, however, to the provisions thereof. Upon such transfer of the Premises, the transferor 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 deposits; provided, however, that transferor shall not be released from liability unless Tenant either receives said deposits or said deposits continue to be held by Mortgagee for the benefit of transferee and Tenant. Section 3.8. The provisions of this Article 3 shall survive the expiration or earlier termination of this Lease.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities (or other payees) where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordWhere Tenant’s direct payment of Impositions (and the filings therefor) are not feasible, Landlord shall cooperate with Tenant to effect the payment of such Impositions (and make the filings therefor), it being understood that the amount of any such Imposition remains Tenant’s responsibility and Landlord is only cooperating to assist in remitting such amount; Tenant, at its expense, shall, shall to the extent required or permitted by Applicable Law, prepare and file all other tax returns and reports in respect of any other Imposition as may be required. Landlord shall, at its expense and to the extent required or permitted by Applicable Law, prepare and duly and timely file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, ’s Taxes (other than those with respect to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition Impositions) as may be required by Government Agencies, so as to avoid the imposition of any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment). If Provided no Event of Default shall have occurred and be continuing, notwithstanding any provision of this agreement or any other agreement including, without limitation, the Purchase Agreement, to the contrary, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property the Property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property the Property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord and Tenant shall, upon the other’s request, consult with each other in order to avoid the imposition of withholding taxes upon either party, the Property or otherwise concerning the operation thereof. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Impositions. To the extent Landlord is legally required to file a tax return for an Imposition and Tenant is not permitted under Applicable Law to make such filing, Landlord shall be responsible provide Tenant with a copy of the return in sufficient time for any interest or penalties incurred as a result of Tenant to pay the Imposition; PROVIDED, HOWEVER, that Landlord's ’s failure promptly to forward the same)provide such copy shall in no way diminish Tenant’s obligation hereunder to pay such Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, ----------- --------- Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, -------- however, that Landlord's failure to give any such Notice notice shall in no way ------- diminish Tenant's obligation hereunder to pay such Impositions Impositions, unless such failure continues for more than twelve (except that 12) months after the date Landlord shall be responsible for any interest or penalties incurred as a result learned of Landlord's failure promptly to forward the same)such Imposition.

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s)thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock; provided, and Tenantthat if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at its expense, shall, least ten (10)days prior to the extent required or permitted by Applicable Lawsdue date for such returns, extensions and/or reports. Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee for so long as no Event of Default shall have occurred hereunder and be continuing. Landlord For so long as no Event of Default shall have occurred hereunder and Tenant be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.3 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.4 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee maydeem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. B▇▇▇▇▇▇▇ for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a b▇▇▇ therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.5 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions prior to becoming delinquent and in any event before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, payments. Tenant shall make such payments to be made directly to the taxing authorities (or such other party imposing the same) where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least five (5) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordFor the avoidance of doubt, at its expense, shall, T▇▇▇▇▇ shall be responsible for the payment of all Impositions that are due and payable as of the Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the extent required or permitted by Applicable Law, Commencement Date). (a) Landlord shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Operating Property. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenantor on behalf of Tenant or T▇▇▇▇▇’s Affiliates, including for periods before the same execution of this Lease, shall be paid over to or retained by TenantTenant if no Event of Default has occurred and is continuing. If an Event of Default shall have been declared by Landlord and be continuing, any such refund shall be paid over to or retained by Landlord. (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Project as may be is reasonably necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and T▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (d) B▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective e) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providednot such Imposition is imposed or assessed before or after such termination, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's and T▇▇▇▇▇’s obligation hereunder to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Except to the extent required by law, L▇▇▇▇▇▇▇ will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed (except it being understood that Landlord it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax fiscal period occurring (in whole or in part) prior to the Effective Date shall be responsible for any interest Tenant’s obligation to pay or penalties incurred as a result of Landlord's failure promptly cause to forward the same)be paid.

Impositions. Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions as and when due and payable during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-paymentpayment (provided, (i) such covenant shall not be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease are required to be paid by the ground lessor thereunder). Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property to the extent payable during the Term or any part thereof, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, premium or further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII relating to permitted contests, Tenant (a) Trustor shall pay, or cause to be paid, before the date due, and in any event before delinquency, all Impositions before any finereal and personal property taxes and assessments, penaltygeneral and special, interest or cost (and all other than any opportunity cost as a result of a failure to take advantage taxes and assessments of any discount for early payment) kind or nature whatsoever (including nongovernmental levies or assessments such as property owners’ association assessments, fees and dues, maintenance charges, water charges, water toll charges, irrigation fees and assessments, levies, or charges resulting from CC&Rs affecting the Trust Estate), that are assessed or imposed upon the Trust Estate or become due and payable and that create or may be added for non-paymentcreate if not paid a lien upon the Trust Estate (the above are sometimes referred to herein individually as an “Imposition” and collectively as “Impositions”), such payments to be made directly to the taxing authorities where feasibleprovided, and shall promptlyhowever, upon requestthat if by law any Imposition is payable, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, may at the option of the taxpayertaxpayer be paid, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Tenant Trustor may exercise the option to pay the same (and or cause it to be paid, together with any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same become becomes due and before any fine, penalty, premium, further interest or cost may be added theretothereto for the nonpayment of any such installment and interest. (b) If at any time after the date hereof there shall be assessed or imposed a fee, tax or assessment on Beneficiary (other than income taxes) and measured by or based in whole or in part upon this Deed of Trust or the outstanding amount of the Secured Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term “Impositions” as defined in Section 1.08(a) and Trustor shall, subject to Section 1.08(c), pay and discharge the same as herein provided with respect to the payment of Impositions. LandlordSubject to Section 1.08(c), if Trustor fails to pay such Impositions before delinquency, Beneficiary may, at its expenseoption, shallpay such Imposition or take other action that it deems appropriate to remedy the failure and pursue any and all rights and remedies hereunder or under the MPR Agreement as an Event of Default, and such remedies may be pursued individually, singly or concurrently. All sums, including reasonable attorneys’ fees, so expended by or on behalf of Beneficiary shall be a lien on the Trust Estate, shall be secured by this Deed of Trust, and shall be paid by Trustor on demand, together with interest at the Interest Rate. (c) Trustor shall have the right before and after any delinquency occurs to contest or object to the extent amount or validity of any Imposition by appropriate proceedings, but this shall not be deemed or construed in any way as relieving, modifying or extending Trustor’s covenant to pay any such Imposition at the time and in the manner provided in this Section 1.08, unless Trustor has given prior written notice to Beneficiary of Trustor’s intent to so contest or object to an Imposition, and unless, in Beneficiary’s absolute and sole discretion, (i) Trustor shall demonstrate to Beneficiary’s satisfaction that the proceedings to be initiated by Trustor shall conclusively operate to prevent the sale of the Trust Estate or any part thereof or interest therein to satisfy such Imposition before final determination of such proceedings, (ii) Trustor shall furnish a good and sufficient bond or surety as requested by and satisfactory to Beneficiary, or (iii) Trustor shall demonstrate to Beneficiary’s satisfaction that Trustor has provided a good and sufficient undertaking as may be required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, law to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect accomplish a stay of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)sale.

Impositions. Subject to Article VIII relating to permitted contestsSection 3.1. From and after the Commencement Date and throughout the Term, Tenant shall pay, or cause to be paid, all Impositions pay and discharge not later than ten (10) days before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for the non-paymentpayment thereof, such payments to be made directly to the taxing authorities where feasibleall taxes, assessments, water rents, sewer rents and shall promptlycharges, upon requestduties, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition mayimpositions, at the option of the taxpayerlicense and permit fees, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect charges for public utilities of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenantkind, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made charges with respect to the Leased Property as may be necessary to prepare any required returns encumbrance, payments and reports. In the event Government Agencies classify any property covered by this Agreement as personal propertyother charges of every kind and nature whatsoever, Tenant shall file all personal property tax returns ordinary or extraordinary, foreseen or unforeseen, general or special, in such jurisdictions where it may legally so file. Each party shallsaid categories, to the extent it possesses the same, provide the other, upon request, together with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred imposed upon the late payment thereof, which, pursuant to past, present or future law or otherwise, 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 Property or any part thereof, or any improvements or personal property in or on the Property, or the Rents and income payable by Tenant, or on account of any use of the Property or activity conducted thereon or service provided thereto (all of the foregoing being hereinafter referred to as a result “Impositions”). Within ten (10) days of Landlord's failure promptly ’s request, Tenant shall submit to forward Landlord the proper and sufficient receipts or other evidence of payment and discharge of the same). If any Impositions are not paid when due under this Lease, Landlord shall have the right but shall not be obligated to pay the same, provided Tenant does not contest the same as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Additional Rent hereunder.

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, L▇▇▇▇▇ shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same L▇▇▇▇▇ shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by L▇▇▇▇▇. 4.1.4 Lessor and Tenant Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and L▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.5 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against L▇▇▇▇▇’s option and at L▇▇▇▇▇’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at L▇▇▇▇▇’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Billings for reimbursement by L▇▇▇▇▇ to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a bill therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time L▇▇▇▇▇ has knowledge; provided, however, that Landlord's but L▇▇▇▇▇’s failure to give any such Notice notice shall in no way diminish Tenant's obligation L▇▇▇▇▇’s obligations hereunder to pay such Impositions. 4.1.7 Impositions (except imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or not such Imposition is imposed before or after such commencement or termination and Lessee’s obligation to pay its prorated share thereof shall survive such termination with respect to such Facility. Lessor and Lessee acknowledge and agree that Landlord Impositions imposed or assessed in respect of the tax-fiscal period during which the Term commences or for any prior periods are or will be prorated and adjusted between Current Lessee, Current Manager and Lessee pursuant to the applicable Operations Transfer Agreement(s) and, accordingly, Lessee shall be responsible for paying the same from and after the Commencement Date, whether or not such Impositions relate to any interest or penalties incurred as a result of Landlord's failure promptly periods prior to forward the same)Commencement Date.

Impositions. Subject to Article VIII relating to permitted contestsCommencing from and after the Actual Commercial Operation Date, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to be paid, such installments becoming due during the Term (from and after the Actual Commercial Operation Date), as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Any Imposition due or becoming due for a period including either the Actual Commercial Operation Date or the expiration date or termination date (as the case may be) of the Term (including, without limitation, any installment of an Imposition payable in installments, together with the accrued interest thereon, that shall be due for the period including either the Actual Commercial Operation Date or the expiration date or termination date, as the case may be) shall be prorated on a daily basis. Landlord, at its expense, shall, to the extent required or permitted by Applicable applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns returns, and pay all taxes due due, in respect of Landlord's ’s net income, gross receipts, sales general excise and use, single business, ad valorem, franchise taxes and taxes on its capital stock, similar taxes; and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable Law, prepare and file file, or cause to be prepared and filed, all other tax returns and reports in respect of any Imposition as may Impositions. Provided no Event of Default shall have occurred and be required by Government Agencies. If continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Premises as may be necessary to prepare any required returns and reports. In the event Government Agencies that any government agency shall classify any property covered by this Agreement Lease as personal property, Tenant shall file shall, at its expense, prepare and file, or cause to be prepared and filed, all personal property tax returns in such jurisdictions where it may legally so file, and pay or cause to be paid all taxes due with respect thereto. Each party Party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantLease, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) be paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions. The Premises shall be a separate tax lot from the Entertainment Complex. Tenant shall have the right, at any time, to seek a reduction in the assessed valuation of the Premises or to contest any Impositions (except that are to be paid, in whole or in part, directly or indirectly by Tenant, if, after Tenant’s written request to Landlord to seek a reduction of, or contest, the Impositions, Landlord shall be responsible for fail or refuse either to do so within thirty (30) days after such request or thereafter to pursue the same timely and diligently. While Tenant is seeking a reduction of, or contesting, any interest Impositions, the failure on Tenant’s part to pay such Impositions or penalties incurred Tenant’s pro rata share thereof (as the case may be) shall not constitute a result default hereunder as long as Tenant complies with the provisions of the applicable statutes governing tax appeals and thus obtains a deferral of Landlord's failure promptly ’s obligation to forward pay the same)amount of Impositions so contested by Tenant. If such a deferral is not obtainable, Tenant shall have the right to pay under protest to the taxing authority the amount owed of the Impositions being contested. If applicable law requires that the proceeding or contest be brought by, or in the name of, Landlord or the then owner of the Premises, Landlord shall join therein or permit such proceeding or contest to be brought in Landlord’s name; provided that, Tenant shall reimburse Landlord for all of Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with such contest or proceeding.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities or other payees where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . (b) Landlord shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and T▇▇▇▇▇’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. Landlord T▇▇▇▇▇. (d) L▇▇▇▇▇▇▇ and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and T▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and T▇▇▇▇▇’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such - 24 - personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to the terms of Article VIII 8 relating to permitted contestscontests and except to the extent paid by any Project Mortgagee, Tenant shall will pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities or other party to whom such Imposition is payable where feasible, and shall Tenant will promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant's obligation to pay the Impositions shall be deemed absolutely fixed upon the date the Imposition becomes a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayerLandlord, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term (subject to Tenant's right of contest pursuant to the provisions of Article 8) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, shall prepare and file all tax returns and pay all taxes due reports as may be required by Governmental Authorities in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, expense and to the extent required or permitted by Applicable Laws, applicable laws and regulations shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesGovernmental Authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies Governmental Authorities classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it filing is required and Tenant may legally so filemake such filing. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, will provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice , except to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay the extent such Impositions (except that Landlord shall are to be responsible for paid by any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Project Mortgagee.

Impositions. Subject to Article VIII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. To that end, Lessor shall not be required to pay any taxes or assessments whatsoever which relate to or may be assessed against this Lease, the Rent and other amounts due hereunder, the Leased Property, improvements and Lessee's Property; provided, however, that any taxes or assessments which may be levied or assessed against the Leased Property for a period ending after the termination of this Lease shall be prorated on a cash basis between Lessor and Lessee as of such date. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordLessor, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of LandlordLessor's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and TenantLessee, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies, including, without limitation, gross receipts, sales and use taxes and ad valorem taxes. If any refund shall be due from any taxing authority in respect of any Imposition paid by TenantLessee, the same shall be paid over to or retained by TenantLessee. Landlord Lessor and Tenant Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord Lessor from TenantLessee, Landlord Lessor shall file the same with reasonable cooperation from TenantLessee. Landlord shall provide Tenant with copies of assessment notices Subject to Lessee's contest right set forth in sufficient time for Tenant Article VIII below, if Lessee fails to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against pay any such personal property shall be (irrespective of whether Landlord taxes or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice assessments prior to Tenant of all Impositions payable by Tenant hereunder of which Landlord delinquency at any time has knowledge; providedduring the, howeverterm of this Lease, that Landlord's failure thereafter, upon demand by Lessor, Lessee shall deliver and pay over to give Lessor such additional sums as are necessary to satisfy any such Notice shall deficiency in no way diminish Tenant's obligation hereunder the amount necessary to pay the taxes or assessments before the same become due. In the event that Lessee fails to pay any tax obligation of Lessee hereunder, Lessor may, but shall not be required to, pay such Impositions (except that Landlord taxes, and such taxes having been paid by Lessor shall be responsible for any interest or penalties incurred become immediately due and payable as a result of Landlord's failure promptly to forward Additional Charges owed by Lessee, together with the same)Overdue Rate until paid.

Impositions. Subject to Article VIII relating to permitted contestsFrom and after the Commencement Date and throughout the Term, Tenant shall pay, or cause to be paid, all Impositions pay and discharge not later than fifteen (15) days before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for the non-paymentpayment thereof, such all taxes, assessments, water rents, sewer rents and charges, duties, impositions, license and permit fees, charges for public utilities of any kind, payments to be made directly to the taxing authorities where feasibleand other charges of every kind and nature whatsoever, and shall promptlyordinary or extraordinary, upon requestforeseen or unforeseen, furnish to Landlord copies of official receipts general or other reasonably satisfactory proof evidencing such payments. If any such Imposition mayspecial, at the option of the taxpayerin said categories, lawfully be paid in installments (whether or not interest shall accrue which may become a lien on the unpaid balance of such Imposition)Property, Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made together with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred imposed upon the late payment thereof, which, pursuant to past, present or future 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 become due and payable out of or for or have become a lien on the Property or any part thereof, any improvements or personal property in or on the Property, the Rents and income payable by Tenant or on account of any use of the Property and such franchises as a result may be appurtenant to the use and occupation of the Property (all of the foregoing being hereinafter referred to as “Impositions”). Upon Landlord's failure ’s request, Tenant shall submit to Landlord the proper and sufficient receipts or other evidence of payment and discharge of the same promptly after payment thereof. If any Impositions are not paid when due under this Lease, Landlord shall have the right but shall not be obligated to forward pay the same), provided Tenant does not contest the same as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Additional Rent hereunder.

Impositions. Subject to Article VIII 8 relating to permitted --- ----------- --------- contests, Tenant shall pay, or cause to be paid, all Impositions on Tenant's Leased Property before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-non- payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of real estate taxes on the Leased Property, and all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its Landlord's expense, shall, to the extent required or permitted by Applicable Laws, cause Manager to prepare and file all tax returns and pay all taxes due in respect of real estate and personal property taxes, levies, assessments and similar charges on or relating to the Leased Property, and Tenant, at Tenant's sole cost and expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's -------- ------- failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject Tenant must timely pay, as and when due, any and all taxes, assessments, fees, and charges levied, assessed or imposed by a governmental unit upon this Agreement, the Leased Space, Tenant’s leasehold, Tenant’s Concession business or upon Tenant’s personal property, including but not limited to Article VIII all permit fees and charges of a similar nature for Tenant’s conduct of any business or undertaking in the Leased Space (collectively, “Impositions”). Tenant must provide the Concession Management Representative with copies of any business licenses or permits required for the Tenant to operate the Concession. Tenant must provide Commissioner a copy of all notices relating to permitted contestsleasehold taxes on the Leased Space within 30 days after receipt and must provide the Commissioner with a receipt indicating payment of leasehold taxes on the Leased Space when due. Nothing in this Agreement precludes Tenant from contesting the amount of an Imposition, including those taxes or charges enacted or promulgated by the City, but unless otherwise allowed by the entity imposing the tax or charge, Tenant must pay the tax or charge pending the judicial or administrative decision on the Tenant’s contest. Failure of Tenant to pay any Imposition when due, except to the extent that Tenant is allowed to withhold payment while contesting the amount of the Imposition, will constitute an Event of Default. As provided in Section 4.1, Tenant acknowledges that the leasehold created under this Agreement is taxable, and while Tenant may contest the amount of the leasehold tax, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at contest its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)applicability.

Impositions. Subject to Article VIII relating to permitted contests, Section 6.01. Tenant shall pay, or cause to be paid, 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 (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments . Tenant agrees to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory Landlord, within thirty (30) days after written demand therefor, proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully 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 (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Tenant may exercise shall have the option to pay the same such assessment (and any accrued interest on the unpaid balance of such Impositionincluding without limitation all assessments for public improvements or benefits) in installments andinstallments, and in such event, Tenant shall pay such be liable only for those installments during the Term as the same which become due and before any finepayable during the Term, penalty, premium, further interest or cost may be added theretowith appropriate proration in the case of fractional years. Landlord, at its expense, shall, Any Impositions which are attributable in part to the extent required 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 permitted by Applicable Lawany portion thereof, prepare or to any personal property used in connection therewith, whether federal, state, county, municipal or other authority, water and file 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 tax returns interest and pay all taxes due penalties thereon unless attributable to the acts of Landlord), which at any time during or in respect of Landlord's net incomethe Term may be assessed against, gross receiptslevied upon, sales and useconfirmed or imposed on, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of or to be a lien upon (i) the Premises or any Imposition as may be required 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 Government Agencies. If any refund shall be due from any taxing authority Tenant hereunder, or (iv) this Lease, or Landlord in respect of any Imposition paid by Tenantthis Lease or the Premises. Impositions shall not include Landlord's income, the same shall be paid over succession or other taxes personal to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect not applicable to the Leased Property as may be necessary to prepare Land or Building, or any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord recordation or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)other similar charges.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required . (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, ACTIVE/119970514.22 franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. ▇▇▇▇▇▇. (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and ▇▇▇▇▇▇’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII relating to permitted contests, Tenant Grantor shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly paid pursuant to the taxing authorities where feasibleManagement Agreement (or any Replacement Agreement, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositionas defined below), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than thirty (30) days before the last date day on which the same may be made paid without penalty or interest, all real estate taxes and payments due in lieu of real estate taxes (collectively, the “Real Estate Taxes”) (unless there shall be in full force and effect a Tax Escrow Agreement [defined in Section 5 hereinbelow] with respect to which Grantor shall have performed its obligations), and any municipal sewer rents, municipal water charges, municipal electric and all other municipal and governmental assessments, rates, charges, or impositions which are secured by liens on the Real Property (including the Real Estate Taxes, collectively hereinafter referred to as “Impositions”) which now or hereafter are imposed by law upon the Security, whether relating directly to the Security or to property adjoining or abutting the Security. If any Imposition is not paid within the time hereinabove specified, Beneficiary shall have the right to pay the same, together with any penalty and interest thereon, and the amount or penalty. Landlord amounts so paid or advanced shall give prompt Notice to Tenant of all Impositions forthwith be payable by Tenant hereunder Grantor to Beneficiary and shall be secured by the lien of which Landlord this Deed of Trust; but Grantor may in good faith contest, at Grantor’s sole cost and expense, by proper legal proceedings, the validity or amount of any time Imposition, on the condition that Grantor first shall deposit with or provide evidence to Beneficiary that Manager has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder escrowed an amount sufficient to pay such Impositions (except contested Imposition, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Grantor is ultimately required to pay such contested item, and on the further condition that Landlord no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien thereon created by the item being contested, to be responsible sold for the nonpayment thereof, or as shall permit an action, either of foreclosure or otherwise, to be commenced by the holder of any such lien. Grantor will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of, any Imposition. Grantor hereby assigns to Beneficiary all rights of Grantor now or hereafter arising in and to the refund of any Imposition and any interest or penalties incurred as a result thereon. If following receipt of Landlord's failure promptly any such refund by Beneficiary there exists no Event of Default hereunder, then Beneficiary shall pay over the same to forward Grantor promptly; if there exists an Event of Default hereunder, Beneficiary may apply said refund in reduction of the same)Indebtedness in whatever order Beneficiary may elect.

Impositions. (a) Subject to Article VIII Section 4.2 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, nonpayment. Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Property or any part thereof, subject to Section 4.2. Tenant shall also be responsible for all Impositions which, on the date of the Master Lease, is a lien upon the Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required Tenant or permitted by Applicable Law, Tenant’s Parent and/or Lease Guarantor shall prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Property and Tenant’s Property. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. ▇▇▇▇▇▇, net of all of Landlord’s costs, fees and expenses reasonably incurred in connection with obtaining such refund (including all reasonable attorneys’ fees). (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest protest. (d) Impositions imposed or assessed in respect of the tax‑fiscal period during which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property the Term terminates shall be (irrespective adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed or assessed before or after such termination, and ▇▇▇▇▇▇’s obligation to pay its prorated share thereof in respect of whether Landlord or Tenant a tax‑fiscal period during the Term shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penaltysurvive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to Tenant withhold consent to customary additional Impositions that other property owners of all Impositions payable by Tenant hereunder properties similar to the Property customarily consent to in the ordinary course of which Landlord at any time has knowledgebusiness); provided, however, that Landlord's failure Tenant is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest interest, or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for non-paymentthe nonpayment thereof, such payments all taxes and assessments (Landlord is not subject to be made directly real property taxes pursuant to the taxing authorities where feasibleWest Virginia Code), real property taxes, water and sewer charges, incinerator and fire fees, vault charges, license and permit fees, and shall promptlyother governmental levies and charges, general and special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind and nature (collectively, “Impositions”) which may be charged, assessed, levied, imposed upon requestor become due and payable, furnish to Landlord copies during the Term of official receipts this Lease; provided, however, that if, by law, any Imposition is payable or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositionthereof), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Impositionbalance) in installments and, in such event, and shall be required to pay only such installments as may become due during the Term of this Lease as the same respectively become due and before any fine, penalty, premiuminterest, further interest or cost may be added thereto. Landlordthereto for nonpayment thereof; and provided further, at its expensethat any Imposition relating to a fiscal period of a taxing authority, shalla part of which period is included within the Term of this Lease and a part of which is included in a period of time before the commencement of the Term or after the termination of this Lease, other than a termination of this Lease pursuant to Article 18, shall (whether or not such Imposition shall be assessed, levied, confirmed, imposed, or become a lien upon the extent required Premises or permitted by Applicable Lawshall become payable, prepare and file all tax returns and pay all taxes due in respect during the Term of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, this Lease) be appropriately pro rated between Landlord and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, pay or cause to be paidpaid as Additional Rent, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added thereto for the non-paymentpayment thereof, all taxes, payments in lieu of taxes, assessments, water and sewer rents, rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time during the Term of this Lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien upon, the Premises, Tenant's Improvements, or the leasehold, or any part thereof or any appurtenance thereto, whether such payments to be charges are made directly to Tenant or through or in the taxing authorities where feasiblename of the City (all such taxes, payments in lieu of taxes, assessments, water and sewer rents, rates and charges, levies, license and permit fees and other governmental charges being hereafter referred to as "Impositions"). Tenant shall promptlypay real estate taxes for the Premises, upon requestTenant’s Improvements, furnish the leasehold and any appurtenance thereto to Landlord copies the extent required by applicable law (including RSA Chapter 72:23, I) as if the Tenant were the owner of official receipts fee simple title to the Premises. Pursuant to RSA 72:23, I (b), failure of Tenant to pay the duly assessed personal and real estate taxes when due shall be cause to terminate said lease or other reasonably satisfactory proof evidencing such paymentsagreement by Landlord. If In no event shall any such real estate taxes or payments be deducted from Base Rent payable to Landlord; provided, however, that (a) If, by law, any Imposition may, may at the option of the taxpayer, lawfully taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition)installments, Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, installments over such period as the law allows; and (b) All Impositions for the fiscal years in which the Term of this Lease shall begin and end shall be apportioned so that Tenant shall pay such installments during only those portions thereof which correspond with the portion of said year as is within the Term hereby demised. If, and to the extent to which, the Premises or any portion thereof constitute a separate tax parcel as to which the City, acting in its capacity as the same become taxing authority, is permitted to ▇▇▇▇ Tenant directly for the payment of any Impositions, Tenant shall make arrangements with the City, acting in its capacity as taxing authority, to receive such ▇▇▇▇ and shall pay all amounts due and thereunder directly to City, acting in its capacity as taxing authority, before any fine, penalty, premium, further interest or cost may be added theretothereto for nonpayment. Landlord, at its expense, shall, to For purposes of this Lease the extent required or permitted by Applicable Law, prepare and file term "Additional Rent" shall include all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordFor the avoidance of doubt, at its expense, shall, ▇▇▇▇▇▇ shall be responsible for the payment of all Impositions that are due and payable as of the Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the extent required Commencement Date). (b) Landlord or permitted by Applicable Law, GLP shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenantor on behalf of Tenant or ▇▇▇▇▇▇’s Affiliates, including prior to the same merger effected pursuant to the Merger Agreement, shall be paid over to or retained by Tenant. Landlord . (d) ▇▇▇▇▇▇▇▇ and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) Billings for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and ▇▇▇▇▇▇’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions on Tenant's Leased Property before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of real estate taxes on the Leased Property, and all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its Landlord's expense, shall, to the extent required or permitted by Applicable Laws, cause Manager to prepare and file all tax returns and pay all taxes due in respect of real estate and personal property taxes, levies, assessments and similar charges on or relating to the Leased Property, and Tenant, at Tenant's sole cost and expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).

Impositions. Subject to the terms of Article VIII 8 relating to permitted contestscontests and except to the extent paid by any Project Mortgagee, Tenant shall will pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities or other party to whom such Imposition is payable where feasible, and shall Tenant will promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay the Impositions shall be deemed absolutely fixed upon the date the Imposition becomes a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayerLandlord, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term (subject to Tenant’s right of contest pursuant to the provisions of Article 8) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, shall prepare and file all tax returns and pay all taxes due reports as may be required by Governmental Authorities in respect of Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, expense and to the extent required or permitted by Applicable Laws, applicable laws and regulations shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesGovernmental Authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies Governmental Authorities classify any property covered by this Agreement Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it filing is required and Tenant may legally so filemake such filing. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, will provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice , except to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay the extent such Impositions (except that Landlord shall are to be responsible for paid by any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Project Mortgagee.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).that

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, subject to ARTICLE 8 relating to Permitted Contests, shall pay such installments which are due during or with respect to periods occurring during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement portion of the Property as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property portion of the Property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice , subject to Tenant the provisions of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).ARTICLE 8 relating to

Impositions. 4.1.1 Subject to Article VIII relating to XII regarding permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be is added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Subject to Article XII regarding permitted contests, Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns returns, extensions and pay reports in compliance with all taxes due in material Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by Tenant. Landlord Lessee for so long as no Master Lease Event of Default or, with respect to the applicable Facility as to which Imposition relates, any Facility Default, shall have occurred hereunder and Tenant be continuing; provided, however, that if a Master Lease Event of Default or, with respect to the applicable Facility as to which Imposition relates, any Facility Default, has occurred hereunder and is continuing, then such refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.3 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions where it may legally so filein compliance with all material Legal Requirements. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to prepare file a protest which Landlord shall fileprotest. 4.1.4 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. ▇▇▇▇▇▇▇▇ for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a ▇▇▇▇ therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.5 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; providedknowledge (including, howeverwithout limitation, that Landlord's those in respect of which Lessor has received written notice), but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.6 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be responsible for any interest adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination with respect to such Facility.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).Impositions, 35 -26-

Impositions. (a) Subject to Article VIII XII relating to permitted contests, and without any duplication as to amounts payable by Tenant as Additional Charges to Landlord, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-non- payment, . Tenant shall make such payments to be made directly to the taxing authorities or such other third parties where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a Lien upon the Leased Property or any part thereof subject to Article XII. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . (b) Landlord shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord (the "Landlord Tax Returns"), and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Tenant shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant's Property. If For the avoidance of doubt, to facilitate administrative efficiency and to mitigate the risk of duplication of tasks and double- taxation on assets that are on the books and records of Landlord and Tenant, Tenant shall file all tax returns and reports required by any Legal Requirements with respect to or relating to the Leased Property, the Capital Improvements, and Tenant's Property except to the extent Landlord is required (and Tenant is not otherwise permitted) to make such filing, in which case Landlord shall make such filing following Notice thereof from Tenant. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, or on behalf of Tenant on or after the same date of this Master Lease or in respect of any period prior to the Commencement Date shall be paid over to or retained by Tenant. If Landlord and Tenant shall, upon request of receives such refund from the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenanttaxing authority, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide pay such refund over to Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not no later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).thirty

Impositions. Subject As used in this Lease the term “impositions” refers to Article VIII relating all levies, taxes (including sales taxes and gross receipt taxes) and assessments, which are applicable to permitted conteststhe Term and the Premises, Tenant shall payand which are imposed by any authority or under any law, ordinance or regulation thereof, or cause pursuant to be paid, all Impositions before any fine, penalty, interest recorded covenants or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptlyagreements, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as Premises or any part thereof, or any improvements thereto. Tenant shall pay to Landlord with the monthly payment of Minimum Rent any imposition imposed directly upon this Lease or the Rent (defined in Section 7(g)) or amounts payable by any subtenants or other occupants of the Premises, or against Landlord because of Landlord’s estate or interest herein. Tenant shall pay to the local real estate tax office all real estate taxes and assessments and shall furnish to Landlord, not later than 10 days prior to the last day they may be necessary paid without penalty, receipts or other evidence of payment thereof reasonably satisfactory to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from TenantLandlord. Landlord or Tenant at their respective options shall provide Tenant have the right to contest any imposition, provided such contest does not operate to postpone payment of such taxes, is conducted in good faith and in accordance with copies of assessment notices in sufficient time for Tenant Applicable Law and that such contest will not cause a lien to prepare a protest which Landlord shall file, at Tenant's written requestbe placed on the Premises. All Impositions assessed against Any such personal property contest shall be (irrespective done on a contingency fee basis and the cost of the contest shall be paid from the proceeds of any contest award. Notwithstanding whether Landlord or Tenant commences contest of any imposition, Landlord or Tenant shall file be entitled to the relevant return) paid by Tenant not later than proceeds or benefit thereof according to the last date on extent to which the same may parties are responsible for the payment of such imposition under this Lease. Nothing herein contained shall be made without interest interpreted as requiring (a) Tenant to pay any federal, state or penalty. Landlord shall give prompt Notice to Tenant local income, franchise, gift, transfer, excise, estate, inheritance, excess profits, or corporate capital stock tax imposed or assessed upon Landlord, unless such tax or any similar tax is levied or assessed in lieu of all Impositions payable by or any part of any imposition or an increase in any imposition; or (b) Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly imposition that is not related to forward the same)Premises and the Term.

Impositions. Subject to Article VIII relating to permitted contests, The Tenant shall pay, or cause directly to be paidthe authority charged with the collection thereof, all Impositions before real estate taxes, personal property taxes, betterment assessments, and all other impositions, ordinary and extraordinary, general and special, of every kind and nature whatsoever, as well as any finepayments in lieu of taxes, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) which may be added levied, assessed, charged or imposed during the Term of this Master Lease (prorated for non-paymentany partial year) upon the Property, or any part thereof, or upon any improvements at any time situated thereon (such taxes, payments and installments of assessments being hereinafter together referred to as “Impositions”) for each tax or installment period wholly included in the Term, all such payments to be made directly not less than five (5) days prior to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made paid without interest or penalty. Notwithstanding the foregoing, in the event that the Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time be required to escrow or reserve for payment of Impositions under any Mortgage Loan, the Tenant shall pay, as an Imposition hereunder, such monthly or other periodic deposits as are required of the Landlord to fund the applicable escrow or reserve, and the Tenant shall be deemed to have discharged, to the extent of such deposits, its obligation to pay the Impositions for which such escrow or reserve has knowledge; providedbeen established and funded. Tenant, at its sole cost and expense, in its own name or in the name of the Landlord, may contest the validity or amount of any Impositions relating to all or any portion of the Property, in which event the Tenant may (i) make such payment under protest or (ii) if postponement of such payment will not jeopardize the Landlord’s title to the Property or subject the Landlord or the Tenant to the risk of any criminal liability or civil penalty or cause a default under the Mortgage Loan, the Tenant may postpone the same, provided the Tenant posts security therefor in amounts and in form satisfactory to the Landlord. As may be necessary or desirable, each of the Tenant or the Landlord, as applicable, upon the request of the other, shall use its best reasonable efforts to assist in any such proceeding to contest the validity or amount of any Impositions. Either party paying Impositions shall be entitled to recover, receive and retain for its own benefit all abatements and refunds of such Impositions unless previously reimbursed by the other party with respect thereto. Nothing contained in this Section 5.2, however, that Landlord's failure shall be construed to give allow any such Notice contested Impositions to remain unpaid for a length of time which shall permit the Property, or any part thereof, to be sold by any governmental authorities for the non-payment of such Impositions. The Tenant shall promptly furnish the Landlord with copies of all notices, appeals, pleadings, motions and orders in no way diminish any proceedings commenced with respect to such contested Impositions. The Tenant agrees to hold the Landlord harmless from all costs and expenses incurred on account of the Tenant's obligation hereunder to pay ’s participation in such Impositions (except that Landlord shall be responsible for any interest proceedings or penalties incurred as a result of the Tenant’s failure to pay any Impositions or other related charges with respect to the Property. The Landlord shall promptly furnish to the Tenant a copy of any notice of any Impositions received by the Landlord's failure promptly . If the Tenant fails to forward make any payment referred to in this Section 5.2 when due pursuant to the same)terms hereof, or if later upon resolution of a contest allowed pursuant to the terms of this Section 5.2, the Landlord shall have the right after five (5) days Notice to the Tenant to make any such payment on behalf of the Tenant and charge the Tenant therefore. Notwithstanding any provision in this Master Lease to the contrary, the Tenant shall not be required to pay, or reimburse the Landlord for, (i) any franchise tax, gross receipts tax, revenue tax, premium tax, income tax or profits tax of the Landlord, or any such tax imposed after the date hereof by any federal, state, or local governmental authority or jurisdiction if such tax is determined on the basis of the general assets, or the general net income or net revenue of the Landlord; or (ii) any estate, inheritance, devolution, succession, transfer, stamp, legacy or gift tax which may be imposed upon or with respect to any transfer of the Landlord’s interest in any portion of the Property.

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, promptly upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agenciesgovernmental authorities. If any refund shall Shall be due from any taxing authority in respect of any Imposition imposition paid by Tenant, the same shall be paid over to or retained by TenantTenant so no Default shall have occurred and be continuing. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the applicable Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies governmental authorities classify any property covered by this Agreement the applicable Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage require deposits on account of Impositions to be made with such Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required at the time and place that payments of Minimum Rent are required and Landlord shall transfer such amounts to such Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with such Facility Mortgagee. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; , provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-non- payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).33 -26-

Impositions. (a) Subject to Article VIII XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions that apply or are otherwise allocable to any period before or during the Term of this Lease before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, . Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. For the avoidance of doubt, Tenant shall be responsible for the payment of all Impositions that are due and payable as of the Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the Commencement Date). (b) Landlord or Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, ’s Parent shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of to Landlord's ’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stockstock and any other returns required to be filed by or in the name of Landlord with respect to or relating to the Leased Property (the “Landlord Tax Returns”), and Tenant or Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, ’s Parent shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant or Tenant, the same ’s Affiliates shall be paid over to or retained by Tenant. . (d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest which protest. (e) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord shall file, at Tenant's written request. All Impositions assessed against such of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made. (irrespective f) Impositions imposed or assessed in respect of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on tax-fiscal period during which the same may Term terminates shall be made without interest adjusted and prorated between Landlord and Tenant, whether or penaltynot such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld, conditioned or delayed (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure tax fiscal period occurring (in whole or in part) prior to give any such Notice the Commencement Date shall in no way diminish be Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall or cause to be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)paid.

Impositions. Subject to Article VIII relating to permitted contestsImpositions shall mean all real estate or personal property taxes, Tenant shall paypossessory interest taxes, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for nonso-payment, such payments to be called “linkage payments” made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to by Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property Building pursuant to that certain Development Impact Project Agreement dated as may be necessary of June 28, 1985, as amended by that certain First Amendment to prepare any required returns Development Impact Project Agreement dated as of May 11, 1988 and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest further amended (provided that if any further amendment increases the amount to be paid by Landlord, such increase shall not constitute an Imposition), or penalty. Landlord shall give prompt Notice to Tenant similar charges, business or license taxes or fees, service payments in lieu of all Impositions payable by Tenant hereunder such taxes or fees, annual or periodic license or use fees, excises, assessments, levies, fees or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give kind (including fees “in-lieu” of any such Notice shall in tax or assessment) payable over the longest permitted period (provided no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties extra costs are incurred as a result thereof), which are assessed, levied, charged, confirmed or imposed by any public authority upon the Land, the Building, its operations or the Rent (or any portion or component thereof) including in the year paid, all reasonable fees and costs incurred by Landlord in seeking to obtain an abatement or reduction of, or a limit on any increase, in any taxes, regardless of Landlord's failure promptly whether any abatement, reduction or limitation is obtained, but excluding (i) inheritance or estate taxes imposed upon or assessed against the Building, or any part thereof or interest therein, (ii) taxes computed upon the basis of the net income derived from the Building by Landlord or the owner of any interest therein, (iii) that portion of the items enumerated in this Section which is allocable to forward the sameCommercial Section or the Parking Section of the Building and (iv) any involuntary payments which Landlord may agree to make with respect to the Building after the date hereof. Attached hereto as Exhibit J is an itemization of the Impositions for 1991 and the respective amounts thereof, on an annualized basis, which currently relate to the Building. Landlord represents that it is not aware of any other Impositions affecting the Building as of the date hereof; however, Landlord and Tenant acknowledge that said itemization of Impositions may change during the Term hereof. Upon the written request of Tenant, Landlord will either (x) institute such proceedings as it may, in its reasonable business judgment, consider appropriate to seek an abatement of the Impositions, or (y) permit Tenant to institute such proceedings as it may, in its reasonable business judgment, consider appropriate to seek an abatement of the Impositions, provided that if Landlord reasonably believes that there is not a reasonable probability of success (without regard to the impact of such proceedings upon any building other than the Building), Landlord may refuse to permit Tenant to institute any such proceedings.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasibleor other parties to whom payment is required to be made, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayerpayor, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's ’s net income, gross receiptsreceipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valoremvalorem (except for ad valorem taxes levied on the Leased Property, which Tenant shall bear), franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required by Legal Requirements or to extent permitted by Applicable LawsLaw and requested by Landlord, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority Person in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each 1240817 party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. As applicable, Landlord shall provide Tenant with copies of both real and personal property assessment notices in sufficient time for Tenant to prepare a protest personal or real property tax assessment protest, as applicable, which Landlord Tenant shall filehave the right to file and/or prosecute, at Tenant's written request’s expense, unless Tenant is prohibited from solely prosecuting such protest by Applicable Law, in which case the parties shall reasonably cooperate with each other in the prosecution of such protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's ’s failure to give any such Notice shall in no way diminish Tenant's ’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. Subject to Article VIII relating to permitted contests, Tenant shall paypay and discharge as and when due, ----------- all taxes, assessments, water rents, sewer rents and charges, duties, impositions, license and permit fees, charges for public utilities of any kind, payments and other charges of every kind and nature whatsoever, ordinary or cause to be paidextraordinary, all Impositions before foreseen or unforeseen, general or special, in said categories, together with any fine, penalty, interest or cost penalties imposed upon the late payment thereof, which, pursuant to past, present or future law, during, prior to or after (other than 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 opportunity cost as a result of a failure to take advantage part thereof, any improvements or personal property in or on the Premises, this Lease, the Ground Lease, the Rent payable by Tenant or on account of any discount for early payment) use of the Premises and such franchises as may be added for non-payment, such payments to be made directly appurtenant to the taxing authorities where feasible, use and shall promptlyoccupation of the Premises (all of the foregoing being hereinafter referred to as "Impositions"). Tenant, upon requestrequest from Landlord, furnish shall submit to Landlord copies of official the proper and sufficient receipts or other reasonably satisfactory proof evidencing such paymentsevidence of payment and discharge of the same. If any such Imposition mayImpositions are not paid when due, at Landlord shall have the option of the taxpayer, lawfully right but shall not be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option obligated to pay the same following ten (and any accrued interest on the unpaid balance of such Imposition10) in installments anddays, in such eventwritten notice to Tenant, shall pay such installments during the Term as provided Tenant does not contest the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agenciesherein provided. If any refund Landlord shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide make such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantpayment, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant thereupon be entitled to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid repayment by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred demand as a result of Landlord's failure promptly to forward the same)Additional Rent hereunder.

Impositions. Subject to Article VIII VI relating to permitted contests, Tenant the Borrower Parties shall pay, or cause to be paid, pay all Impositions related to the Properties before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord Lender copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant the Borrower Parties may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. LandlordLender, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's Lender’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stockstock or other equity interests, and Tenantthe Borrower Parties, at its their expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenantor on behalf of the Borrower Parties, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reportsBorrower Parties. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant the Borrower Parties shall file all personal property tax returns in such jurisdictions where it they may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant the Borrower Parties by not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice , subject to Tenant the provisions of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Article VI.

Impositions. (a) Subject to Article VIII Section 4.2 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, nonpayment. Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Property or any part thereof, subject to Section 4.2. Tenant shall also be responsible for all Impositions which, on the date of the Master Lease, is a lien upon the Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required Tenant or permitted by Applicable Law, Tenant’s Parent and/or Lease Guarantor shall prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government AgenciesLegal Requirements with respect to or relating to the Property and Tenant’s Property. 4.1.1. If any Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant▇▇▇▇▇▇, net of all of Landlord’s costs, fees and expenses reasonably incurred in connection with obtaining such refund (including all reasonable attorneys’ fees). 4.1.2. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest protest. 4.1.3. Impositions imposed or assessed in respect of the tax-fiscal period during which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property the Term terminates shall be (irrespective adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of whether Landlord or Tenant a tax-fiscal period during the Term shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penaltysurvive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to Tenant withhold consent to customary additional Impositions that other property owners of all Impositions payable by Tenant hereunder properties similar to the Property customarily consent to in the ordinary course of which Landlord at any time has knowledgebusiness); provided, however, that Landlord's failure Tenant is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.

Impositions. Subject to Article VIII ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable LawsLaws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from TenantAgreement, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; providedPROVIDED, howeverHOWEVER, that Landlord's failure to give any such Notice notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)Impositions.

Impositions. 4.1.1 Subject to Article VIII XII relating to permitted contests, Tenant Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, nonpayment. Lessee shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. Lessee’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant Lessee may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, . 4.1.2 Lessor shall prepare and file all tax returns and pay all taxes due in reports as may be required by Legal Requirements with respect of Landlord's to Lessor’s net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, Lessee shall prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee’s Personal Property. 4.1.3 Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same Lessee shall be paid over to or retained by TenantLessee if no Event of Default shall have occurred hereunder and be continuing. Landlord Any other refund shall be paid over to or retained by Lessor and Tenant applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine. 4.1.4 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Lease is classified as personal propertyproperty for tax purposes, Tenant Lessee shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord Lessor is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantand to the extent practicable, Landlord Lessee shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant Lessee to file a protest. Nothing contained in this Section 4.1.4 shall limit Lessee’s obligation to prepare a protest which Landlord shall and file all tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property, all Capital Additions and Lessee’s Personal Property, other than those tax returns and reports as may be required by Legal Requirements with respect to Lessor’s net income, gross receipts, franchise taxes and taxes on its capital stock, and any personal property tax returns Lessor is legally required to file. 4.1.5 Lessee may, upon notice to Lessor, at Tenant's written request. All Impositions assessed against Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. B▇▇▇▇▇▇▇ for reimbursement by Lessee to Lessor of personal property or real property taxes shall be (irrespective accompanied by copies of whether Landlord a b▇▇▇ therefor and payments thereof which identify the personal property or Tenant shall file the relevant return) paid by Tenant not later than the last date on real property with respect to which the same may be made without interest or penalty. Landlord such payments are made. 4.1.6 Lessor shall give prompt Notice notice to Tenant Lessee of all Impositions payable by Tenant Lessee hereunder of which Landlord at any time Lessor has knowledge; provided, however, that Landlord's but Lessor’s failure to give any such Notice notice shall in no way diminish Tenant's obligation Lessee’s obligations hereunder to pay such Impositions. 4.1.7 Impositions (except that Landlord imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be responsible for any interest adjusted and prorated between Lessor and Lessee, whether or penalties incurred as a result of Landlord's failure promptly not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to forward the same)pay its prorated share thereof shall survive such termination.

Impositions. Subject to Article VIII 8 relating to permitted contestsPermitted Contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, promptly upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Lawapplicable law, prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Lawsapplicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agenciesgovernmental authorities. If Provided no Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the applicable Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies governmental authorities classify any property covered by this Agreement the applicable Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare file a protest which Landlord shall file, at Tenant's written requestprotest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. If the provisions of any Facility Mortgage require deposits on account of Impositions to be made with such Facility Mortgagee, provided the Facility Mortgagee has not elected to waive such provision, Tenant shall either pay Landlord the monthly amounts required at the time and place that payments of Minimum Rent are required and Landlord shall transfer such amounts to such Facility Mortgagee or, pursuant to written direction by Landlord, Tenant shall make such deposits directly with such Facility Mortgagee. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; , provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (Impositions, except that Landlord Tenant shall not be responsible for obligated to pay any interest late charges or penalties incurred as a result of attributable to Landlord's failure to give such Notice promptly to forward the same)Tenant.

Impositions. Subject (a) Lessee shall pay all taxes (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 intangible), stamp taxes and all voluntary payments that may be paid or payable by Lessee in lieu thereof), assessments (special or otherwise), transit taxes, county taxes, excises, levies, imposts, duties, vault and other license, rent and permit fees and other municipal and governmental impositions, charges and withholdings, general and special, ordinary and extraordinary, unforeseen and of any kind and nature whatsoever, together with any penalty, fine, addition to Article VIII relating tax and interest thereon (herein sometimes collectively referred to permitted contestsas "IMPOSITIONS" and any of the same as an "IMPOSITION"), Tenant shall paywhich at any time during the Term may be assessed, levied, confirmed, charged, laid, imposed upon, or cause become due and payable out of or in respect of, or become a Lien on (i) the Freezer Land or any part thereof, (ii) any appurtenance to be paidthe Freezer Land, all Impositions before (iii) the construction, financing, ownership, operation, use, condition, maintenance, repair, leasing, or subleasing of the Freezer Land or any fineportion thereof, penalty(iv) the Freezer Improvements, interest (v) any personal property located at the Freezer Land, (vi) any rent or cost other income received by Lessee from subtenants, licensees or other users or occupants of the Freezer Land or any part thereof or (other than vii) any opportunity cost as a result occupancy, use or possession of a failure to take advantage of the Freezer Property or any discount for early payment) may be added for non-paymentpart thereof, such or any streets, sidewalks, alleys or vaults, or any part thereof, adjoining the Freezer Land, or any activity conducted thereon or sales or rentals therefrom. Such payments to shall be made by Lessee directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due applicable authority and before any fine, penalty, premiuminterest, further interest cost or cost may imposition shall become due or be added theretoimposed by operation of law. LandlordLessee shall furnish to Lessor and Agent, at its expensepromptly but in any case within ten (10) Business Days after written request by either Lessor or Agent, shallproof of the payment of any Imposition which is payable by Lessee and, to upon written demand of either Lessor or Agent, proof of the extent required or permitted by Applicable Law, prepare and file filing of all tax returns and pay all taxes due other materials required in respect of Landlord's net incomeconnection therewith. (b) If, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by under Applicable Laws, prepare and file all other tax returns and reports in respect of 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 be required by Government Agencies. If any refund shall be become due from any taxing authority in respect of any Imposition paid by Tenant, before the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide date when such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).installment would become

Impositions. Subject to Article VIII relating to permitted contests, Tenant (a) The Mortgagor shall pay, pay or cause to be paid, all Impositions before any fine, penalty, interest or cost attaches thereto, all taxes, assessments, water and sewer rates, utility charges and all other governmental or nongovernmental charges or levies now or hereafter assessed or levied against any part of the Mortgage Estate (other than any opportunity cost including, without limitation, nongovernmental levies or assessments such as maintenance charges, owner association dues or charges or fees, levies or charges resulting from covenants, conditions and restrictions affecting the Mortgage Estate) or upon the lien or estate of the Mortgagee therein (collectively, “Impositions”), as well as all claims for labor, materials or supplies that, if unpaid, might by law become a result of a failure to take advantage prior lien thereon, and within 10 days after request by the Mortgagee will exhibit receipts showing payment of any discount for early payment) may be added for non-paymentof the foregoing; provided, such payments to be made directly to the taxing authorities where feasiblehowever, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If that if by law any such Imposition may, at the option of the taxpayer, lawfully may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositionthereof), Tenant the Mortgagor may exercise the option to pay the same in installments (and any together with accrued interest on the unpaid balance of such Impositionthereof) in installments and, in such event, shall pay such installments during the Term as the same respectively become due and due, before any fine, penalty, premium, further interest penalty or cost may be added attaches thereto. Landlord. (b) To the extent not inconsistent with the provisions of the Indenture, the Mortgagor at its expenseexpense may, shall, after prior notice to the extent required Mortgagee, contest by appropriate legal, administrative or permitted by Applicable Lawother proceedings conducted in good faith and with due diligence, prepare and file all tax returns and pay all taxes due the amount or validity or application, in respect of Landlord's net incomewhole or in part, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or lien thereof, and may withhold payment of the same pending such proceedings if permitted by law, so long as may be required by Government Agencies. If any refund shall be due from any taxing authority (i) in respect the case of any Imposition paid by TenantImpositions or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or lien thereof, such proceedings shall suspend the same shall collection thereof from the Mortgage Estate, (ii) neither the Mortgage Estate nor any part thereof or interest therein will be paid over sold, forfeited or lost if the Mortgagor pays the amount or satisfies the condition being contested, and the Mortgagor would have the opportunity to or retained by Tenant. Landlord and Tenant shalldo so, upon request in the event of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that LandlordMortgagor's failure to give any such Notice shall prevail in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same).contest,

Impositions. (a) Subject to Article VIII Section 4.2 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, nonpayment. Tenant shall make such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, promptly furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Property or any part thereof, subject to Section 4.2. Tenant shall also be responsible for all Impositions which, on the date of the Master Lease, is a lien upon the Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments and, in such event, shall pay such installments during the Term as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required Tenant or permitted by Applicable Law, Tenant’s Parent and/or Lease Guarantor shall prepare and file all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any Legal Requirements with respect to or relating to the Property and Tenant’s Property. (b) Any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same or on behalf of Tenant shall be paid over to or retained by Tenant. T▇▇▇▇▇, net of all of Landlord’s costs, fees and expenses reasonably incurred in connection with obtaining such refund (including all reasonable attorneys’ fees). (c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify If any property covered by this Agreement Master Lease is classified as personal propertyproperty for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it may must legally so file. Each party shallLandlord, to the extent it possesses the same, and T▇▇▇▇▇, to the extent it possesses the same, shall provide the otherother party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement and/or gross receipts tax returns for Rent received by Landlord from Tenantreturns, Landlord Tenant shall file the same with reasonable cooperation from Tenant. Landlord shall provide Tenant be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to prepare file a protest protest. (d) Impositions imposed or assessed in respect of the tax-fiscal period during which Landlord shall file, at Tenant's written request. All Impositions assessed against such personal property the Term terminates shall be (irrespective adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed or assessed before or after such termination, and T▇▇▇▇▇’s obligation to pay its prorated share thereof in respect of whether Landlord or Tenant a tax-fiscal period during the Term shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penaltysurvive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall give prompt Notice not be unreasonably withheld (it being understood that it shall not be reasonable to Tenant withhold consent to customary additional Impositions that other property owners of all Impositions payable by Tenant hereunder properties similar to the Property customarily consent to in the ordinary course of which Landlord at any time has knowledgebusiness); provided, however, that Landlord's failure Tenant is given reasonable opportunity to give any participate in the process leading to such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord's failure promptly to forward the same)agreement.