Common use of Impositions Clause in Contracts

Impositions. (a) Tenant shall be obligated to pay the Impositions imposed with respect to the Premises. Without limiting the foregoing, at Tenant's election, and at Tenant's sole cost and expense, the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistance. (b) Subject to Section 7.6 hereof, all Impositions imposed with respect to the Premises, are to be paid and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptions.

Impositions. Borrower will pay or cause to be paid all taxes, insurance premiums, assessments, water and sewer rates, ground rents, fees and other charges (acollectively, the “Impositions”) Tenant shall that at any time may be obligated to pay assessed, levied, confirmed or imposed or that may become a Lien upon the Impositions imposed Collateral, or any portion thereof, or that are payable with respect thereto, prior to delinquency, before any fine, penalty or interest may be added for non‑payment and before the Premises. Without limiting the foregoing, at Tenant's election, and at Tenant's sole cost and expense, the Landlord agrees commencement of any action to cooperate with Tenant in foreclose any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency Lien against all or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the PremisesCollateral with respect thereto. Borrower will deliver to Lender, then Tenant shallupon request, while copies of official receipts or other satisfactory proof evidencing such exemption is payments. Borrower shall not be entitled to any credit against the Secured Obligations by reason of the payment of any Imposition. Upon the occurrence of an Event of Default (hereinafter defined), and at ▇▇▇▇▇▇'s sole option at any time thereafter, Borrower shall pay in placeaddition to each monthly payment under the Note, be responsible for paying any and all negotiated payments one-twelfth of the Impositions payable during each year (as estimated by ▇▇▇▇▇▇ in lieu of real estate taxes required its sole discretion), to be paid held by Tenant in connection with Lender without interest to Borrower, for the payment of such financial assistance. obligations. If the amount of such additional payments held by Lender (bthe “Funds”) Subject at the time of the annual accounting thereof shall exceed the amount deemed necessary by Lender to Section 7.6 hereofprovide for the payment of Impositions as they fall due, all such excess shall be at Borrower's option, either repaid to Borrower or credited to Borrower on the next monthly installment or installments of Funds due. If at any time the amount of the Funds held by Lender shall be less than the amount deemed necessary by Lender to pay Impositions imposed with respect as they fall due, Borrower shall pay to Lender any amount necessary to make up the Premises, are to be paid and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, deficiency within thirty (30) 30 days after Notice notice from Landlord, produce and exhibit Lender to Landlord the original or photocopies of official records or other evidence of such Borrower requesting payment reasonably satisfactory to Landlordthereof. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expenseLender may apply, in connection with any amount and in any order as Lender shall determine in ▇▇▇▇▇▇'s sole discretion, any Funds held by ▇▇▇▇▇▇ at the time of application (i) to pay Impositions which are now or will hereafter become due or (ii) as a credit against the Secured Obligations. Upon payment in full of the Secured Obligations, Lender shall refund to Borrower any Funds held by Tenant for such exemptionsLender.

Impositions. (a) Subject to Article XII relating to permitted contests, Tenant shall pay, or cause to be obligated paid, all Impositions before any fine, penalty, interest or cost may be added for non-payment. Tenant shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions imposed become a lien upon the Leased Property or any part thereof subject to Article XII. If any 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 pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments 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, ▇▇▇▇▇▇ 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). (a) Landlord or GLP shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to the Premises. Without limiting the foregoingLandlord’s net income, at Tenant's electiongross receipts, franchise taxes and at Tenant's sole cost taxes on its capital stock and expense, the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes returns required to be paid filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant in connection or Tenant’s Parent shall prepare and file all other tax returns and reports as may be required by Legal Requirements with such financial assistancerespect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (b) Subject Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant or ▇▇▇▇▇▇’s Affiliates, including prior to Section 7.6 hereofthe merger effected pursuant to the Merger Agreement, all Impositions imposed shall be paid over to or retained by Tenant. |US-DOCS\126208570.12|| (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 Premises, are Leased Property as may be necessary to be paid prepare any required returns and discharged reports. If any property covered by Tenant before the first day on which penalties may accrue or be assessed thereon this Master Lease is classified as personal property for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingtax purposes, Tenant shall have file all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the right extent it possesses the same, and ▇▇▇▇▇▇, to endeavor the extent it possesses the same, shall provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to procure file personal property tax returns, Tenant shall be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest. (d) Billings 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 exemptions from 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 estate taxes as property or other tax obligations of Landlord with respect to which such payments are available by law made. (e) Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with and Tenant, at 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 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 cost and expense’s consent, which shall 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 connection with any application by the ordinary course of business); provided Tenant for is given reasonable opportunity to participate in the process leading to such exemptionsagreement.

Impositions. (a) 4.1.1 Subject to Section 4.5, Tenant shall pay all Impositions attributable to a tax period, or portion thereof, 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 may be obligated added for non-payment. Where feasible, such payments shall be made directly to the taxing authorities. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (so long as no interest shall accrue on the unpaid balance of such Imposition unless paid by Tenant), Tenant may exercise the option to pay same in installments and, in such event, shall pay such installments during the Term before any fine, penalty, premium, further interest or cost may be added thereto. Tenant shall deliver to Landlord, not less than five (5) days prior to the 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 other proof of payment satisfactory to Landlord. 4.1.2 Notwithstanding anything contained in Section 4.1.1 to the contrary, Landlord may elect to pay those Impositions imposed if any, based on Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock directly to the taxing authority and within ten (10) Business Days of Landlord delivering to Tenant notice and evidence of such payment, Tenant shall reimburse Landlord for such paid Impositions. In connection with such Impositions, Tenant shall, upon request of Landlord, promptly provide to Landlord such data as is maintained by Tenant with respect to the Premises. Without limiting the foregoingany Facility as may be necessary to prepare any returns and reports to be filed in connection therewith. 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 written notice to Landlord, at Tenant's election, ’s option and at Tenant's ’s sole cost and expense, the Landlord agrees 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 any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenantsuch protest, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistance. (b) Subject to Section 7.6 hereof, all Impositions imposed with respect to the Premises, are to be paid and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records appeal or other evidence of such payment reasonably satisfactory to action; provided, however, that upon Landlord. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, ’s request in connection with any application by such protest or appeal, Tenant for shall post an adequate bond or deposit sufficient sums with Landlord to insure payment of any such exemptionsreal estate or personal property assessments during the pendency of any such protest or appeal. 4.1.5 Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be 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 shall survive such termination.

Impositions. (a) Tenant From and after the Commencement Date, Lessee shall be obligated pay all Impositions that accrue and are payable for any part of the period that commences on the Commencement Date and ends on the expiration or earlier termination of this Lease before same are past due. Lessee shall provide Lessor with reasonable evidence of each such payment. Lessor shall promptly provide Lessee with a copy of all bills for Impositions that it receives. Lessee may collect from a Subtenant any of the Impositions as part of the rent under a Sublease or may have any Subtenant pay directly any of the Impositions; provided, however, Lessee remains primarily liable for the timely payment of the Impositions. Notwithstanding anything to the contrary contained herein, but subject to the terms of Section 4.2, in the event Lessee fails to pay the Impositions imposed with respect any Imposition payable by Lessee pursuant to the Premises. Without limiting provisions of this Lease before the foregoingdate the same becomes delinquent, at Tenant's electionLessor may, and at Tenant's sole cost and expenseafter giving Lessee ten (10) Business Days’ Notice of its intention to do so, the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to pay or cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with any such financial assistance. (b) Subject to Section 7.6 hereof, all Impositions imposed with respect to the Premises, are to be paid Imposition which is delinquent and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant Lessee shall, within thirty (30) days after Notice Business Days following Lessor's demand and Notice, pay and reimburse Lessor therefor with interest at the Default Rate from Landlord, produce and exhibit to Landlord the original or photocopies date of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, Lessor until repayment in connection with any application full by Tenant for such exemptionsLessee.

Impositions. (a) Subject to Article XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost may be added for non-payment. Tenant shall make, or cause to be made, such payments directly to the taxing authorities (or any such other party imposing the same) and (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 part thereof subject to Article XII. If any 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 pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. (i) Landlord or Landlord’s Parent shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant’s Parent shall prepare and file all other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (j) Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant shall be obligated paid over to pay or retained by ▇▇▇▇▇▇. (k) Landlord and Tenant shall, upon request of the Impositions imposed other, provide such data as is maintained by the party to whom the request is made with respect to the PremisesLeased Property as may be necessary to prepare any required returns and reports. Without limiting If any property covered by this Master Lease is classified as personal property for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the foregoing, at Tenant's electionextent it possesses the same, and at Tenant's sole ▇▇▇▇▇▇, to the extent it or any Operating Subtenant possesses the same, shall provide the other party, upon request, with cost and expensedepreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns, Tenant shall be provided with copies of assessment notices indicating a value in excess of the Landlord agrees reported value in sufficient time for Tenant to cooperate with Tenant in any commercially reasonable efforts undertaken file a protest. (l) Billings for reimbursement by Tenant to cause Landlord of personal property or real property taxes and any taxes due under Landlord Tax Returns, if and to the Nassau County Industrial Development Agency 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 any real property or other industrial development agency tax obligations of Landlord with respect to which such payments are made. (m) Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be 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 a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements with that will result in additional Impositions without Tenant, in form and substance reasonably satisfactory to Tenant’s consent, which provide for shall 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 exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance Leased Property customarily consent to in the form ordinary course of an exemption from real estate taxes for business); provided, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any portion of tax fiscal period occurring (in whole or in part) prior to the Premises, then Tenant shall, while such exemption is in place, Commencement Date shall be responsible for paying any and all negotiated payments in lieu of real estate taxes required Tenant’s obligation to pay or cause to be paid by Tenant in connection with such financial assistancepaid. (bn) Subject to Section 7.6 hereof, all Impositions imposed with respect Notwithstanding anything to the Premisescontrary in this Master Lease, are ▇▇▇▇▇▇’s obligation to be reimburse Landlord in respect of gross receipts tax (including the Nevada Commerce Tax) shall not exceed fifty percent (50%) (“Tenant’s GRT Payment Share”) of any such gross receipts tax to the extent that such tax is actually paid by Landlord as a result of the payment of Rent and discharged Additional Charges (each, an “GRT Payment”). As a condition to Tenant’s obligation to reimburse Landlord for Tenant’s GRT Payment Share, Landlord shall provide Tenant with Landlord’s computation of the GRT Payment paid by Landlord together with such information as Tenant before the first day on which penalties may accrue reasonably request to evidence or be assessed thereon for non-payment, substantiate such GRT Payment and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit shall pay the amount of Tenant’s GRT Payment Share to Landlord the original or photocopies of official records or other evidence within ten (10) Business Days following Tenant’s receipt of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingcomputation and information; provided, that, Tenant shall have the right to endeavor to procure dispute Landlord’s computation of any GRT Payment and any such exemptions from real estate taxes as are available dispute will be resolved by law and Landlord shall, Experts pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptions34.1.

Impositions. Borrower will pay or cause to be paid all taxes, insurance premiums, assessments, water and sewer rates, ground rents, fees and other charges (acollectively, the “Impositions”) Tenant shall that at any time may be obligated to pay assessed, levied, confirmed or imposed or that may become a Lien upon the Impositions imposed Collateral, or any portion thereof, or that are payable with respect thereto, prior to delinquency, before any fine, penalty or interest may be added for non-payment and before the Premises. Without limiting the foregoing, at Tenant's election, and at Tenant's sole cost and expense, the Landlord agrees commencement of any action to cooperate with Tenant in foreclose any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency Lien against all or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the PremisesCollateral with respect thereto. Borrower will deliver to Lender, then Tenant shallupon request, while copies of official receipts or other satisfactory proof evidencing such exemption is payments. Borrower shall not be entitled to any credit against the Secured Obligations by reason of the payment of any Imposition. Upon the occurrence of an Event of Default (hereinafter defined), and at ▇▇▇▇▇▇’s sole option at any time thereafter, Borrower shall pay in placeaddition to each monthly payment under the Note, be responsible for paying any and all negotiated payments one-twelfth of the Impositions payable during each year (as estimated by ▇▇▇▇▇▇ in lieu of real estate taxes required its sole discretion), to be paid held by Tenant in connection with Lender without interest to Borrower, for the payment of such financial assistance. obligations. If the amount of such additional payments held by Lender (bthe “Funds”) Subject at the time of the annual accounting thereof shall exceed the amount deemed necessary by Lender to Section 7.6 hereofprovide for the payment of Impositions as they fall due, all such excess shall be at Borrower’s option, either repaid to Borrower or credited to Borrower on the next monthly installment or installments of Funds due. If at any time the amount of the Funds held by Lender shall be less than the amount deemed necessary by Lender to pay Impositions imposed with respect as they fall due, Borrower shall pay to Lender any amount necessary to make up the Premises, are to be paid and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, deficiency within thirty (30) 30 days after Notice notice from Landlord, produce and exhibit Lender to Landlord the original or photocopies of official records or other evidence of such Borrower requesting payment reasonably satisfactory to Landlordthereof. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expenseLender may apply, in connection with any amount and in any order as Lender shall determine in ▇▇▇▇▇▇’s sole discretion, any Funds held by ▇▇▇▇▇▇ at the time of application (i) to pay Impositions which are now or will hereafter become due or (ii) as a credit against the Secured Obligations. Upon payment in full of the Secured Obligations, Lender shall refund to Borrower any Funds held by Tenant for such exemptionsLender.

Impositions. Subject to Article 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 may be added for non-payment (aprovided, (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 obligated required to pay any Impositions that under the Impositions imposed with respect to the Premises. Without limiting the foregoing, at Tenant's election, and at Tenant's sole cost and expense, the Landlord agrees to cooperate with Tenant in terms of any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes applicable Ground Lease are required to be paid by the ground lessor thereunder). Tenant in connection with shall make such financial assistance. (b) Subject to Section 7.6 hereof, all Impositions imposed with respect payments directly to the Premisestaxing authorities where feasible, are and 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 and discharged by in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Tenant before may pay the first day on which penalties may accrue or be assessed thereon for non-paymentsame, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord any accrued interest on the original or photocopies of official records or other evidence unpaid balance of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expenseImposition, in connection with installments as the same respectively become due and before any application by Tenant for such exemptionsfine, penalty, premium or further interest may be added thereto.

Impositions. Subject to Article 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 may be added for non-payment (aprovided, (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 obligated required to pay any Impositions that under the Impositions imposed with respect to the Premises. Without limiting the foregoing, at Tenant's election, and at Tenant's sole cost and expense, the Landlord agrees to cooperate with Tenant in terms of any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes applicable Ground Lease are required to be paid by the ground lessor thereunder). Tenant shall make such payments directly to the taxing authorities where feasible, and 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 connection 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, whether or not interest shall accrue on the unpaid balance of such Imposition, Tenant may pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium or further interest may be added thereto. (a) Landlord or Landlord REIT shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant’s applicable direct or indirect parent shall prepare and file all other tax returns and reports as may be required by Legal 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 financial assistancejurisdictions where it is required to file pursuant to applicable Legal Requirements and provide copies to Landlord upon request. (b) Subject Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant shall be paid over to Section 7.6 hereofor retained by Tenant, all Impositions imposed 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 to whom the request is made with respect to the PremisesLeased Property as may be necessary to prepare any required tax returns and reports. Landlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the other Party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Landlord is legally required to file personal property tax returns, Landlord shall provide Tenant with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest. (d) ▇▇▇▇▇▇▇▇ 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 (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. (e) Impositions imposed or assessed in respect of the tax-fiscal period during which the Commencement Date (or, with respect to the Convention Center Facility, during which the date hereof occurred) or 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, 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 (in whole or in part) prior to the Commencement Date (or the date hereof, as applicable), if any, shall be Tenant’s obligation to pay or cause to be paid and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptionspaid.

Impositions. (a) Tenant Except to the extent of amounts deposited with Lender for the purpose of paying Impositions pursuant to Section 2.7, below, Borrower shall pay and discharge all Impositions prior to delinquency and shall furnish to Lender validated receipts or other evidence satisfactory to Lender showing the payment of such Impositions within fifteen (15) days after the same would otherwise have become delinquent. Borrower's obligation to pay Impositions pursuant to this Deed of Trust shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Trustee or Lender an obligation to pay any property taxes or other Impositions or which otherwise adversely affect Trustee's or Lender's interests. Should Borrower default in the payment of any Impositions, Lender may (but shall not be obligated to to) pay the such Impositions imposed with respect to the Premises. Without limiting the foregoing, at Tenant's election, and at Tenant's sole cost and expense, the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form portion thereof and substance reasonably satisfactory to Tenant, which provide Borrower shall reimburse Lender on demand for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistanceAdvances. (b) Subject Borrower shall not be required to Section 7.6 hereofpay, all Impositions imposed with respect discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the Mortgaged Property or any portion thereof; provided, however, that prior to the Premises, are to be paid and discharged by Tenant before the first day date on which such Imposition would otherwise have become delinquent Borrower shall have (i) given Lender prior notice of such contest and (ii) deposited with Lender, and shall deposit such additional amounts as are necessary to keep on deposit at all times, an amount equal to at least one hundred ten per cent (110%) of the total of (A) the balance of such Imposition then remaining unpaid and (B) all interest, penalties, costs and charges accrued or accumulated thereon. Any such contest shall be prosecuted with due diligence, and Borrower shall promptly pay the amount of such Imposition as finally determined, together with all interest and penalties may accrue payable in connection therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Section 2.6(b) to the payment of any unpaid Imposition to prevent the sale or be assessed thereon forfeiture of the Mortgaged Property for non-paymentpayment thereof. Lender shall have no liability, and Tenant shallhowever, within thirty (30) days after Notice from Landlord, produce and exhibit for failure to Landlord so apply any amount deposited unless Borrower requests the original or photocopies of official records or other evidence application of such amount to the payment reasonably satisfactory of the particular Imposition for which such amount was deposited. Any surplus retained by Lender after payment of the Imposition for which a deposit was made shall be repaid to LandlordBorrower unless an Event of Default shall then exist under the provisions of this Deed of Trust, in which case said surplus may be retained by Lender to be applied to the Indebtedness. Notwithstanding any provision of this Section 2.6(b) to the foregoingcontrary, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptions.Borrower

Impositions. (a) Tenant shall be obligated to pay the Impositions imposed with respect to the Premises. Without limiting the foregoingmust timely pay, at Tenant's electionas and when due, and at Tenant's sole cost and expense, the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments 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 all permit fees and charges of a similar nature for Tenant’s conduct of any business or undertaking in lieu the Leased Space (collectively, “Impositions”). Tenant must provide the Concession Management Representative with copies of real estate any business licenses or permits required for the Tenant to operate the Concession. Tenant must provide Commissioner a copy of all notices relating to leasehold taxes required 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 be paid by Tenant in connection with such financial assistance. (b) Subject to Section 7.6 hereofpay any Imposition when due, all Impositions imposed with respect except to the Premisesextent that Tenant is allowed to withhold payment while contesting the amount of the Imposition, are to be paid and discharged by will constitute an Event of Default. As provided in Section 4.1, Tenant before acknowledges that the first day on which penalties may accrue or be assessed thereon for non-paymentleasehold created under this Agreement is taxable, and while Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord may contest the original or photocopies amount of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingleasehold tax, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptionsnot contest its applicability.

Impositions. (a) Subject to Article XII relating to permitted contests, Tenant shall pay, or cause to be obligated paid, all Impositions before any fine, penalty, interest or cost may be added for non-payment. Tenant shall make, or cause to pay be made, such payments directly to the Impositions imposed taxing authorities (or any such other party imposing the same) and (i) with respect to Primary Impositions, furnish to Landlord once per calendar quarter, a listing of such payments, together, upon the Premises. Without limiting the foregoingreasonable request of Landlord, at Tenant's electionwith copies of official invoices or receipts or other reasonably satisfactory proof evidencing such payments, and at Tenant's sole cost (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 expense, includes the Landlord agrees to cooperate with Tenant same in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory its request to Tenant, which provide 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 exemption from Impositions and taxing authorities or other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premisesapplicable party, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required 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 part thereof subject to Article XII. If any Imposition may, at the option of the taxpayer, lawfully be paid by in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Tenant may pay the same, and any accrued interest on the unpaid balance of such Imposition, in connection with such financial assistanceinstallments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. (b) Subject Landlord or Landlord’s Parent shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to Section 7.6 hereofLandlord’s net income, gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant’s Parent shall prepare and file all Impositions imposed other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant shall be paid over to or retained by ▇▇▇▇▇▇. (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 Premises, are Leased Property as may be necessary to be paid prepare any required returns and discharged reports. If any property covered by Tenant before the first day on which penalties may accrue or be assessed thereon this Master Lease is classified as personal property for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingtax purposes, Tenant shall have file all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the right extent it possesses the same, and ▇▇▇▇▇▇, to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shallthe extent it or any Operating Subtenant possesses the same, pursuant to Section 7.2(a) hereofshall provide the other party, cooperate upon request, with Tenant, at Tenant's cost and expensedepreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns, Tenant shall be provided with copies of assessment notices indicating a value in connection with any application excess of the reported value in sufficient time for Tenant to file a protest. (e) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord 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 exemptionstaxes 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.

Impositions. (a) Subject to Article XII relating to permitted contests, Tenant shall pay, or cause to be obligated paid, all Impositions before any fine, penalty, interest or cost may be added for non-payment. Tenant shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions imposed with respect become a lien upon the Leased Property or any part thereof subject to the PremisesArticle XII. Without limiting the foregoingIf any Imposition may, at Tenant's electionthe option of the taxpayer, lawfully be paid in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Tenant may pay the same, and at Tenant's sole cost and expense, any accrued interest on the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenantunpaid balance of such Imposition, in form installments as the same respectively become due and substance reasonably satisfactory to Tenantbefore any fine, which provide for penalty, premium, further interest or cost may be added thereto. For the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all avoidance of the foregoing exemptionsdoubt, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, ▇▇▇▇▇▇ shall be responsible for paying any the payment of all Impositions that are due and all negotiated payments in lieu payable as of real estate taxes required the Commencement Date (regardless as to be paid by Tenant in connection with whether such financial assistanceImpositions are attributable to a period preceding the Commencement Date). (b) Subject Landlord or GLP shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to Section 7.6 hereofLandlord’s net income, gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant’s Parent shall prepare and file all Impositions imposed other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant or ▇▇▇▇▇▇’s Affiliates, including prior to the merger effected pursuant to the Merger Agreement, shall be paid over to or retained by Tenant. (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 Premises, are Leased Property as may be necessary to be paid prepare any required returns and discharged reports. If any property covered by Tenant before the first day on which penalties may accrue or be assessed thereon this Master Lease is classified as personal property for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingtax purposes, Tenant shall have file all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the right extent it possesses the same, and ▇▇▇▇▇▇, to endeavor the extent it possesses the same, shall provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to procure file personal property tax returns, Tenant shall be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest. (e) Billings 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 exemptions from 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 estate taxes as property or other tax obligations of Landlord with respect to which such payments are available by law made. (f) Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with and Tenant, at 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 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 cost and expense’s consent, which shall 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 connection with any application by the ordinary course of business); provided Tenant for is given reasonable opportunity to participate in the process leading to such exemptionsagreement.

Impositions. (a) Tenant The Sublessee shall be obligated responsible to timely pay as required by the Master Lease all Impositions imposed arising during the Term of this Sublease relating to this Sublease, the Subleased Premises and/or the Sublessee’s use or occupancy of the Subleased Premises, under Section 9(a) of the Master Lease but only however with respect to the Premises. Without limiting Subleased Premises (but not as to the foregoing, at Sublessor) or as it relates to the Sublessee and not the Sublessor (accordingly all references therein to “Tenant's election, and at Tenant's sole cost and expense, ” shall be changed to “Sublessee”); provided however that the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, Sublessee shall not be responsible for paying (1) the mortgage recording tax relating to the Minnesota Premises referred to in Section 9(a)(v) of the Master Lease, (2) any and all negotiated payments transfer taxes due in connection with a sale or transfer of the Subleased Premises or any of the Other Premises, (3) any mortgage registration tax or fee; (4) any franchise, income, excess profits or other taxes of the Sublessor (unless such taxes are in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistance. (b) Subject to Section 7.6 hereofor a substitute for any other tax, all Impositions imposed assessment or other charge upon or with respect to the Subleased Premises, are to which, if it were in effect, would be paid and discharged payable by Tenant before the first day on which penalties may accrue Sublessee under the provisions hereof or be assessed thereon for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord by the original or photocopies of official records or other evidence terms of such payment reasonably satisfactory to Landlord. Notwithstanding tax, assessment or charge) and (5) any Impositions due under Section 9(a)(iv) of the foregoing, Tenant shall have the right to endeavor to procure such exemptions from Master Lease which would not customarily be considered real estate taxes as are available relating to the Subleased Premises. Sublessee shall also be required to make the Escrow Payments relating only to the Subleased Premises, if required by law Section 9(b) of the Master Lease, and Landlord shallif the Sublessee makes such Escrow Payments relating only to the Subleased Premises, pursuant then such Escrow Payments made by Sublessee shall be credited to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expensethe obligation of the Sublessee to pay such Impositions. Notwithstanding anything contained herein to the contrary, in connection the event any Impositions accrue prior to the Term of this Sublease but are not due and payable until after the Commencement Date, such Impositions shall be payable by the Sublessor on a prorata basis based on the number of days such Impositions accrued before the Commencement Date, it being understood that the Sublessee shall be responsible for the amounts set forth above accruing after the Commencement Date. The Sublessor represents and warrants that to the best of the Sublessor’s knowledge attached hereto as Exhibit E is a Schedule of all the material expenses that were due and payable by the Sublessor with any application respect to the operation of the Subleased Premises for the past two (2) years other than Base Rent under the Master Lease and insurance premiums paid by Tenant for such exemptionsthe Sublessor.

Impositions. (a) Tenant shall pay or cause to be obligated paid as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the non-payment 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 charges are made directly to Tenant or through or in the name 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 pay real estate taxes for the Impositions imposed with respect Premises, Tenant’s Improvements, the leasehold and any appurtenance thereto to the extent required by applicable law (including RSA Chapter 72:23, I) as if the Tenant were the owner of fee simple title to the Premises. Without limiting the foregoingPursuant to RSA 72:23, at Tenant's electionI (b), and at Tenant's sole cost and expense, the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by failure of Tenant to cause pay the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form duly assessed personal and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for when due shall be cause to terminate said lease or agreement by Landlord. In no event shall any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required or payments be deducted from Base Rent payable to Landlord; provided, however, that (a) If, by law, any Imposition may at the option of the taxpayer be paid by in installments, Tenant may pay the same in connection with such financial assistance.installments over such period as the law allows; and (b) Subject to Section 7.6 hereofAll Impositions for the fiscal years in which the Term of this Lease shall begin and end shall be apportioned so that Tenant shall pay only those portions thereof which correspond with the portion of said year as is within the Term hereby demised. If, all Impositions imposed with respect and to the Premisesextent to which, are the Premises or any portion thereof constitute a separate tax parcel as to be paid and discharged by which the City, acting in its capacity as the taxing authority, is permitted to ▇▇▇▇ Tenant before directly for the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies payment of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingany Impositions, Tenant shall have make arrangements with the right City, acting in its capacity as taxing authority, to endeavor receive such ▇▇▇▇ and shall pay all amounts due thereunder directly to procure City, acting in its capacity as taxing authority, before any fine, penalty, interest or cost may be added thereto for nonpayment. For purposes of this Lease the term "Additional Rent" shall include all such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptionsImpositions.

Impositions. (a) Tenant All payments to be made by Borrower under the Loan Documents shall be obligated free of expense to pay the Impositions imposed Lender and to FPSI with respect to the Premisesamount of any Impositions, all of which Impositions Borrower assumes and shall pay when due pursuant to the laws of each of Mexico and the United States of America, and in all events prior to the date on which penalties apply, in addition to the other payments provided for in the Loan Documents to be made by it. Without Borrower's Obligation to pay Impositions shall likewise include the Obligation to pay any increase to Lender or FPSI in tax imposed by Mexico or the United States of America (or any political subdivisions of either) as a result of inclusion in income of Lender of any amount required by this paragraph 6.1(g) to be paid to or for Lender or FPSI. In that regard, but without limiting the generality of the foregoing, at Tenant's election, and at Tenant's sole cost and expensethe Basic Interest, the Landlord agrees to cooperate with Tenant in Default Rate, the Receivables Loan Fee, the Inventory Loan Fee, the Custodial Fee, the Availability Fee, any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or prepayment premiums and any other industrial development agency to enter into agreements with Tenantamounts payable under the Loan Documents on which Impositions may be imposed shall be "grossed up" by any such Impositions which may be imposed, in form the way of withholding payments or otherwise, so that after taking into account the payment of such Impositions, Lender and substance reasonably satisfactory to TenantFPSI receive, which provide for at the exemption from Impositions times and frequencies required under the Loan Documents, the same amount of interest and other Benefits contemplated by Schedule D attached hereto amounts as it would receive had such Impositions not been imposed. Borrower shall promptly make such withholding payments to the Mexican and United States of America taxing authorities, shall obtain receipts from such authorities as to the making of such withholding payments, shall supply Lender with true and correct copies of such receipts within five (5) Business Days following receipt thereof and shall in all other respects comply with all applicable Mexican and United States of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistance. (b) Subject to Section 7.6 hereof, all Impositions imposed America tax laws with respect to the Premises, are to be paid and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence making of such payment reasonably satisfactory to LandlordImposition payments. Notwithstanding FPSI is hereby expressly made a third-party beneficiary of the foregoing, Tenant provisions of this paragraph and shall have the right to endeavor enforce this paragraph against Borrower in the same manner as if FPSI were a party to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptionsthis Agreement.

Impositions. (a) Subject to Article 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 obligated paid, all Impositions before any fine, penalty, interest or cost may be added for non- payment. Tenant shall make such payments directly to the taxing authorities or such other third parties where feasible, and promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions imposed with respect become a Lien upon the Leased Property or any part thereof subject to the PremisesArticle XII. Without limiting the foregoingIf any Imposition may, at Tenant's electionthe option of the taxpayer, lawfully be paid in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Tenant may pay the same, and at Tenant's sole cost and expense, any accrued interest on the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenantunpaid balance of such Imposition, in form installments as the same respectively become due and substance reasonably satisfactory to Tenantbefore any fine, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptionspenalty, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premisespremium, then Tenant shall, while such exemption is in place, further interest or cost may be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistanceadded thereto. (b) Subject to Section 7.6 hereof, Landlord shall prepare and file all Impositions imposed tax returns and reports as may be required by Legal Requirements with respect to the PremisesLandlord's net income, are gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be paid and discharged filed by Tenant before or in the first day on which penalties may accrue or be assessed thereon for non-paymentname of Landlord (the "Landlord Tax Returns"), and Tenant shallshall prepare and file all other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), within thirty (30) days after Notice from Landlordand Tenant's Property. For the avoidance of doubt, produce to facilitate administrative efficiency and exhibit to mitigate the risk of duplication of tasks and double- taxation on assets that are on the books and records of Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingand Tenant, Tenant shall have file all tax returns and reports required by any Legal Requirements with respect to or relating to the right to endeavor to procure such exemptions from real estate taxes as are available by law Leased Property, the Capital Improvements, and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost Property except to the extent Landlord is required (and expenseTenant is not otherwise permitted) to make such filing, in connection with which case Landlord shall make such filing following Notice thereof from Tenant. (c) Any refund due from any application taxing authority in respect of any Imposition paid by or on behalf of Tenant for on or after the 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 exemptions.refund from the taxing authority, Landlord shall pay such refund over to Tenant no later than thirty

Impositions. (a) Subject to 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 obligated 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 may be added for nonpayment. Unless otherwise requested by Landlord (including to comply with Landlord Mortgage Documents), Tenant shall make such payments directly to the taxing authorities where feasible, or otherwise make such payments to Landlord as part of the Installment Expenses, and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions imposed with respect 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 Premisesdate of the Master Lease, is a lien upon the Demised Premises or any part thereof. Without limiting If any 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 pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. Notwithstanding the foregoing, at Tenant's electionif Tenant is making payments of Installment Expenses which include estimated Impositions, and at Tenant's sole cost and expense, Landlord shall provide funds to Tenant for the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken direct payment of Impositions by Tenant to cause not later than thirty (30) days before the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenantdue date, in form and substance reasonably satisfactory as a condition precedent to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all ’s obligation to make such direct payments of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistanceImpositions. (b) Subject Landlord shall prepare and file or cause to Section 7.6 hereofbe prepared and filed all tax returns and reports as may be required by Legal Requirements with respect to Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant’s Parent and/or Lease Guarantor shall prepare and file all Impositions imposed other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Demised Premises and Tenant’s Property. (c) Any refund due from any taxing authority in respect of any Imposition paid by 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 Premises, are Demised Premises as may be necessary to be paid prepare any required returns and discharged reports. If any property covered by Tenant before the first day on which penalties may accrue or be assessed thereon this Master Lease is classified as personal property for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingtax purposes, Tenant shall have file all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the right to endeavor to procure such exemptions from real estate taxes as are available by law extent it possesses the same, and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's to the extent it possesses the same, shall provide the other party, upon request, with cost and expensedepreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns, Tenant shall be provided with copies of assessment notices indicating a value in connection with any application excess of the reported value in sufficient time for Tenant to file a protest. (e) ▇▇▇▇▇▇▇▇ 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 exemptionstaxes 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. (f) Impositions imposed or assessed in respect of the tax‑fiscal period during which the Term terminates shall be 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 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 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 Demised Premises customarily consent to in the ordinary course of business); provided, that Tenant is given reasonable opportunity to participate in the process leading to such agreement.

Impositions. (a) Commencing with the Rental Commencement Date, all Impositions which shall thereafter be properly made, levied, assessed, or imposed by a governmental authority directly and solely upon the Leased Premises or any improvements constructed thereon for the Term of the Lease shall be the responsibility of, and paid by, Tenant; and Tenant shall save Landlord harmless from any charges, costs, expenses and/or liability therefor. Payment of Impositions shall be obligated made directly to the taxing authority making such levy, and, if Impositions may be paid in installments, Tenant may do so. Upon request, Tenant shall deliver to Landlord copies of the official receipts of such taxing authorities or other proof evidencing timely satisfaction of Tenant's obligation to pay the Impositions. Impositions imposed with respect attributable to the PremisesLeased Premises for the period prior to the Rental Commencement Date and after the Term of the Lease shall be the sole responsibility of Landlord. Without limiting the foregoing, at Tenant's election, and at Tenant's sole cost and expense, the Landlord agrees to cooperate with Tenant in any commercially reasonable shall use its best efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency Leased Premises to be assessed as a separate and distinct tax lot and shall forward or cause to be forwarded any other industrial development agency tax bills or tax-related correspondence to enter into agreements with Tenant, Tenant in form a prompt and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions")timely manner. In the event that any industrial development agency provides financial assistance in the form Leased Premises and/or the Hotel are not separately assessed but are part of an exemption from real estate taxes for any portion a single "Tax Parcel", Tenant shall pay a proportionate share of all Impositions which may be levied or assessed by the Premiseslawful taxing authorities against the land, then Tenant shall, while such exemption is in place, be responsible for paying any buildings and all negotiated payments in lieu of real estate taxes required to other improvements within the Tax Parcel, which proportionate share shall be paid by Tenant in connection with such financial assistance. (bi) Subject to Section 7.6 hereof, all the Impositions imposed levied with respect to such tax year against the Premisesland comprising the Tax Parcel multiplied by a fraction, are to the numerator of which shall be paid the number of acres in the Leased Premises and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies denominator of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptions.which

Impositions. (a) Subject to Article 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 may be added for non-payment. Tenant shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such payments. If any 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 pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments 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 obligated to pay the Impositions imposed with respect to the Premises. Without limiting the foregoing, at Tenant's election, and at Tenant's sole cost and expense, the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide responsible for the exemption from payment of all Impositions that are due and other Benefits contemplated by Schedule D attached hereto (all payable as of the foregoing exemptions, Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the "Intended Exemptions"Commencement Date). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistance. (b) Subject Landlord or Landlord’s Parent shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to Section 7.6 hereofLandlord’s net income, gross receipts, franchise taxes and taxes on its capital stock 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’s Parent shall prepare and file all Impositions imposed other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property. (c) Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant or Tenant’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 Premises, are Leased Property as may be necessary to be paid prepare any required returns and discharged reports. If any property covered by Tenant before the first day on which penalties may accrue or be assessed thereon this Lease is classified as personal property for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoingtax purposes, Tenant shall have file all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the right to endeavor to procure such exemptions from real estate taxes as are available by law extent it possesses the same, and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's to the extent it possesses the same, shall provide the other party, upon request, with cost and expensedepreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns, Tenant shall be provided with copies of assessment notices indicating a value in connection with any application excess of the reported value in sufficient time for Tenant to file a protest. (e) ▇▇▇▇▇▇▇▇ 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 exemptionstaxes 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. (f) Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be 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 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 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 any tax fiscal period occurring (in whole or in part) prior to the Commencement Date shall be Tenant’s obligation to pay or cause to be paid.

Impositions. (a) Tenant shall be obligated to pay the Impositions imposed with respect to the Premises. Without limiting the foregoing, at Tenant's election, and at Tenant▇▇▇▇▇▇'s sole cost and expense, the Landlord agrees to cooperate with Tenant in any commercially reasonable efforts undertaken by Tenant to cause the Nassau County Industrial Development Agency or any other industrial development agency to enter into agreements with Tenant, in form and substance reasonably satisfactory to Tenant, which provide for the exemption from Impositions and other Benefits contemplated by Schedule D attached hereto (all of the foregoing exemptions, the "Intended Exemptions"). In the event that any industrial development agency provides financial assistance in the form of an exemption from real estate taxes for any portion of the Premises, then Tenant shall, while such exemption is in place, be responsible for paying any and all negotiated payments in lieu of real estate taxes required to be paid by Tenant in connection with such financial assistance. (b) Subject to Section 7.6 hereof, all Impositions imposed with respect to the Premises, are to be paid and discharged by Tenant before the first day on which penalties may accrue or be assessed thereon for non-payment, and Tenant shall, within thirty (30) days after Notice from Landlord, produce and exhibit to Landlord the original or photocopies of official records or other evidence of such payment reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall have the right to endeavor to procure such exemptions from real estate taxes as are available by law and Landlord shall, pursuant to Section 7.2(a) hereof, cooperate with Tenant, at Tenant's cost and expense, in connection with any application by Tenant for such exemptions.