Common use of Impositions Clause in Contracts

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only 14.01 Grantor and Grantee acknowledge and agree that it is their mutual objective and intent to (i) minimize, to the exceptions listed in subparagraph 5.(d) belowextent feasible, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property administrative expenses associated with and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC the aggregate Impositions payable with receipts showing payment of all Impositions prior respect to the applicable delinquency date therefor. Notwithstanding Grantor System and the foregoing, NAI may Grantee Fibers and (ii) share such Impositions according to their respective interests in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted ImpositionGrantor System and the Grantee Fibers, and pending that they will cooperate with each other and coordinate their mutual efforts to achieve such contest NAI shall not be deemed objectives in default under any of accordance with the provisions of this Land Lease because Article. 14.02 Grantor shall be responsible for and shall timely pay any and all Impositions with respect to the construction or operation of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Grantor System which Impositions must be paid by NAI are imposed or assessed prior to the earlier Acceptance Date of a Segment. Notwithstanding the foregoing obligations, Grantor shall have the right to challenge any such Impositions so long as the challenge of such Impositions does not materially adversely affect the rights to be delivered to Grantee pursuant hereto. 14.03 Following the Acceptance Date for each Grantor System and except with respect to Impositions constituting ad valorem property taxes levied against the Grantee Fibers (which are addressed in Section 14.04 below), Grantor shall timely pay any and all Impositions imposed upon or with respect to each Grantor System to the extent such Impositions have not been or may not feasibly be separately assessed or imposed upon or against the respective interests of Grantor and Grantee in such Grantor System. Upon receipt of a notice of any such Imposition, Grantor shall promptly notify Grantee of such Imposition and Grantee shall pay or reimburse Grantor for its proportionate share of such Imposition, which share shall be determined (i) to the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directorsextent possible, officers or employees because based upon the manner and methodology used by the particular Governmental Authority imposing such Imposition (e.g., on the cost of the nonpayment thereof relative property interests, historic or projected revenue derived therefrom, or any combination thereof); or (ii) if the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may same cannot be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because so determined, then based upon Grantee's proportionate share of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest total fiber count in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) affected portion of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even PriceGrantor System.

Impositions. Subject only (a) Promptly following each payment by Tenant of Impositions in accordance with this Lease, except to the exceptions listed in subparagraph 5.(dextent (with respect to any Tenant Option Property) belowthat Tenant is making such payments as part of Installment Expenses pursuant to Section 4.4 rather than making such payments directly, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI Tenant shall furnish BNPLC with to Landlord copies of official receipts showing payment or other proof reasonably satisfactory to Landlord evidencing such payment. For the avoidance of all doubt, Tenant’s obligation to pay Impositions prior (whether such payments are made directly to the applicable delinquency taxing authorities or, following the Partial Property Termination Date with respect to any Tenant Option Property, as part of Installment Expenses pursuant to Section 4.4) shall be absolutely fixed upon the date thereforsuch Impositions become a lien upon the Demised Premises or any part thereof during the Term, subject to the proviso in the immediately succeeding sentence and Section 4.2. Notwithstanding Tenant shall also be responsible for all Impositions which, on the foregoingCommencement Date, NAI may in good faith, by appropriate proceedings, contest are liens upon the validity, applicability Demised Premises or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finalpart thereof; provided, however, in any event each such contest that notwithstanding anything to the contrary herein, Landlord shall be concluded and the contested responsible for all Impositions must be paid by NAI attributable to any period occurring prior to the earlier of (iCommencement Date pursuant to Section 4.1(f) below. If any Imposition may, at the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because option of the nonpayment thereof taxpayer, lawfully be paid in installments, whether or (ii) not interest shall accrue on the date any writ or order is issued under which any property owned or leased by BNPLC (including unpaid balance of such Imposition, Tenant may pay the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereofsame, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made 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. (b) During the Term, Landlord shall prepare and file or cause to be prepared and filed all tax returns and reports as may be required by NAI 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, Tenant’s Parent and/or Lease Guarantor shall prepare and file all tax returns and reports that are required to be filed pursuant to Paragraph 1(A)(2any Legal Requirements with respect to or relating to the Demised Premises, Tenant’s Property and the respective other assets, properties and business operations of Tenant (other than any such amounts that are described in the exclusions set forth in Section 4.3). (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 and may be retained by Tenant, net of all of Landlord’s Cost and Expenses incurred in connection with assisting Tenant in obtaining such refund (to the extent Tenant requested such assistance). (d) Each of Landlord and Tenant shall, upon the written request of the Purchase Agreementother Party, in provide such data as may be maintained by the case of a purchase by an Applicable Purchaser) equal Party to whom such request is made with respect to the Break Even Price.Demised Premises as may be necessary to prepare any required tax returns and/or reports. If any portion of any Demised Premises shall be classified as personal property for tax purposes, then Tenant shall file all personal property tax returns in such jurisdictions where the same must legally be filed. Each of Landlord and Tenant shall, to the extent such Party possesses the same, provide to the other Party, promptly following such Party’s written request, such cost and depreciation records necessary for filing tax returns for any property so classified as personal

Impositions. Subject only to Section 9 hereof relating to contests, Lessee will pay all Impositions on or before the exceptions listed in subparagraph 5.(d) belowdue date thereof, NAI shall pay and will furnish to Lessor for inspection within 30 days after written request by Lessor, official receipts of the appropriate taxing authority or cause other proof satisfactory to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Lessor evidencing such payment of Impositions. If requested by BNPLC law any Imposition may be paid in installments, Lessee shall be entitled to pay in those installments as they become due from time to time; and any Imposition relating to any tax, NAI accounting or other fiscal period of the taxing authority, part of which is included within the term of this Lease and a part of which extends beyond such term shall furnish BNPLC with receipts showing payment be apportioned between Lessor and Lessee as of all Impositions prior the expiration of the term of this Lease; provided, however, that Lessor shall be permitted to offset any amounts which it would otherwise be required to pay to Lessee as a result of such apportionment against any Basic Rent and/or Additional Rent which is due and owing to Lessor as of the applicable delinquency date thereforof such apportionment. Notwithstanding the foregoing, NAI in the event a notice of Imposition is delivered to Lessor but not to Lessee, Lessor shall promptly forward such notice to Lessee so that Lessee may pay such Imposition in good faitha timely manner as provided herein, by appropriate proceedingsIf Lessor receives such a notice of Imposition more than 15 Business Days prior to the due date thereof and fails to deliver such notice to Lessee on or before the fifth Business Day prior to the due date thereof, contest and as a result of such failure, Lessee is unable to pay such Imposition in a timely fashion, Lessee shall be permitted to offset against the validitynext succeeding installments of Quarterly Rent any interest, applicability penalties, fines or amount other costs which it is required to pay as a result of any asserted the late payment of the Imposition, and pending such contest NAI The provisions of the preceding sentence shall not be deemed applicable in the event Lessee receives notice of such Imposition from a source other than Lessor or its constituent venturers prior to the due date thereof. Lessee shall not be in default under hereunder for failure to pay any of impositions on or before the provisions of this Land Lease because of due date thereof if Lessee did not receive notice thereof at least five Business Days prior to the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finaldue date thereof; provided, however, that in any event each such contest event, Lessee shall be concluded and required to pay such Imposition within ten Business Days following receipt of such notice (unless such Imposition is being properly contested in accordance with the contested Impositions must be paid by NAI prior provisions of Section 9 hereof). Lessor agrees to cooperate (at Lessee's expense) with Lessee in Lessee's efforts to minimize impositions with respect to the earlier Property, including the filing of (i) exemptions and other actions, so long as Lessor believes that such efforts are reasonable under the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directorscircumstances. Lessor shall, officers or employees because at the request of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Lessee, forward to Lessee copies of all relevant documentation (including copies of returns) in Lessor's possession, or the possession of Lessor's agents, representatives or constituent joint venturers, relating to Impositions on the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall Borrower will pay or cause to be paid all taxes, insurance premiums, assessments, water and sewer rates, ground rents, fees and other charges (collectively, the “Impositions”) that at any time may be assessed, levied, confirmed or imposed or that may become a Lien upon the Collateral, or any portion thereof, or that are payable with respect thereto, prior to delinquency all ad valorem taxes assessed against delinquency, before any fine, penalty or interest may be added for non‑payment and before the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount commencement of any asserted Impositionaction to foreclose any Lien against all or any portion of the Collateral with respect thereto. Borrower will deliver to Lender, and pending upon request, copies of official receipts or other satisfactory proof evidencing such contest NAI payments. Borrower shall not be deemed in default under entitled to any credit against the Secured Obligations by reason of the provisions payment of this Land Lease because 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 addition to each monthly payment under the Note, one-twelfth of the Imposition if Impositions payable during each year (1) NAI diligently prosecutes such contest to completion as estimated by ▇▇▇▇▇▇ in a manner reasonably satisfactory to BNPLCits sole discretion), and (2) NAI promptly causes to be paid held by Lender without interest to Borrower, for the payment of such obligations. If the amount of such additional payments held by Lender (the “Funds”) at the time of the annual accounting thereof shall exceed the amount deemed necessary by Lender to provide for the payment of Impositions as they fall due, 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 as they fall due, Borrower shall pay to Lender any amount adjudged by a court of competent jurisdiction necessary to be due, with all costs, penalties and interest thereon, promptly make up the deficiency within 30 days after such judgment becomes final; provided, howevernotice from Lender to Borrower requesting payment thereof. Lender may apply, in any event each such contest amount and in any order as Lender shall be concluded and determine in ▇▇▇▇▇▇'s sole discretion, any Funds held by ▇▇▇▇▇▇ at the contested Impositions must be paid by NAI prior to the earlier time of application (i) the date that any criminal prosecution is instituted to pay Impositions which are now or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof will hereafter become due or (ii) as a credit against the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because Secured Obligations. Upon payment in full of the nonpayment thereofSecured Obligations, or (iii) Lender shall refund to Borrower any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made Funds held by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even PriceLender.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) belowTenant shall reimburse Landlord for (or, NAI shall if requested by Landlord, will pay or cause to be paid prior to delinquency delinquency) all sales, excise, ad valorem taxes assessed against the Property valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes, levies, fees, charges, surcharges, assessments or penalties which arise out of or are attributable to this Lease or which are imposed upon Landlord or the Leased Property because of the ownership, leasing, occupancy, sale or operation of the Leased Property, or any part thereof, or relating to or required to be paid by the terms of any of the Permitted Encumbrances, excluding only Prohibited Encumbrances and Excluded Taxes (collectively, all such taxes, levies, fees, charges, surcharges, assessments or penalties, other than Prohibited Encumbrances and Excluded Taxes, are herein called the "Impositions"). If requested by BNPLC from time Landlord requires Tenant to timepay any Impositions directly to the applicable taxing authority or other party entitled to collect the same, NAI Tenant shall furnish BNPLC Landlord with receipts showing payment of all such Impositions and other amounts prior to the applicable delinquency date therefordelinquency. Notwithstanding the foregoing, NAI Tenant may in good faith, faith by appropriate proceedings, proceedings contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI Tenant shall not be deemed in default under any of the provisions of this Land Lease subparagraph (or subparagraphs 8.(t) or 8.(u)) because of the contested Imposition if (1) NAI within sixty (60) days after being asked to do so by Landlord, Tenant bonds over to the satisfaction of Landlord any lien asserted against the Leased Property and alleged to secure an amount in excess of $500,000 because of the contested Imposition, (2) Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLCLandlord, and (23) NAI Tenant promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, that in any event each such contest shall be concluded and the contested Impositions must Impositions, penalties, interest and costs shall be paid by NAI prior to the earlier of date (i) the date that any criminal prosecution is action may be instituted or overtly threatened against BNPLC Landlord or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Landlord (including the Leased Property) may be seized or sold or any other action is taken threatened or instituted against BNPLC Landlord or against any property owned or leased by BNPLC Landlord because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject (a) As long as any Bonds are Outstanding, the Issuer shall bear, pay and discharge, before the delinquency thereof, any and all Impositions. In the event any Impositions may be lawfully paid in installments, the Issuer shall be required to pay only such installments thereof as become due and payable as and when the same become due and payable. (b) Unless the Issuer exercises its right to contest any Impositions in accordance with subsection (c) of this Section, the Issuer shall, within thirty (30) days after the last day for payment (without penalty or interest) of an Imposition which the Issuer is required to bear, pay and discharge such Imposition pursuant to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property terms hereof and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior deliver to the applicable delinquency date therefor. Notwithstanding Trustee a photostatic or other suitable copy of the foregoing, NAI may in good faith, by appropriate proceedings, statement issued therefor duly receipted to show the payment thereof. (c) The Issuer shall have the right to contest the validity, applicability validity or amount of any asserted ImpositionImposition by appropriate legal proceedings instituted at least ten (10) days before the Imposition complained of becomes delinquent if, and pending provided, that the Issuer (a) before instituting any such contest NAI contest, shall not be deemed give the Trustee written notice of its intention to do so and, if requested in default under any writing by the Trustee, shall deposit with the Trustee a surety bond of a surety company acceptable to the Trustee as surety, in favor of the provisions Trustee, or cash, in a sum of this Land Lease because at least the amount of the Imposition if so contested, assuring the payment of such contested Impositions together with all interest and penalties to accrue thereon and court costs, (1b) NAI diligently prosecutes any such contest to completion in a manner reasonably satisfactory to BNPLCand at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, and (2c) NAI promptly causes pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction thereof. The Issuer shall indemnify and hold harmless the Trustee from any costs and expenses the Trustee may incur related to be paid any amount adjudged by a court such contest. (d) Unless the Issuer exercises its right to contest any Impositions in accordance with subsection (c) of competent jurisdiction this Section, the Issuer shall, within thirty (30) days after the last day for payment (without penalty or interest) of an Imposition which the Issuer is required to be duebear, with all costs, penalties pay and interest thereon, promptly after discharge such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property Imposition pursuant to the Purchase Agreement for terms hereof and deliver to the Trustee a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) photostatic or other suitable copy of the Purchase Agreement, in statement issued therefor duly receipted to show the case of a purchase by an Applicable Purchaser) equal to the Break Even Pricepayment thereof.

Impositions. Subject only Mortgagor will promptly pay when due and before any ----------- penalty or interest thereon may be added thereto, all taxes, assessments, water rates, sewer rents and other charges now or hereafter levied against the Premises or any part thereof, and also any and all license fees or similar charges which may be imposed by the municipality in which the Premises are situated for the use of vaults, chutes, areas and other space beyond the lot line and on or abutting the public sidewalks in front of or adjoining the Premises, together with any penalties or interest on any of the foregoing (the"Impositions"), and in default thereof Mortgagee may pay the same and ----------- Mortgagor will repay the same with interest thereon at the rate per annum specified in Section 5 hereof and the same shall be added to the exceptions listed in subparagraph 5.(d) belowObligations secured hereby and be secured by this Mortgage; that upon request of Mortgagee, NAI shall pay or cause Mortgagor will exhibit to be paid prior to delinquency all ad valorem taxes assessed against Mortgagee receipts for the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date thereforwhen the same shall become delinquent. Notwithstanding anything to the foregoingcontrary provided herein, NAI may in good faith, by appropriate proceedings, the Mortgagor shall be entitled to contest the validityamount or validity of the Impositions in accordance with the terms of the Credit Agreement. If any exemption, applicability abatement, or amount reduction of any asserted ImpositionImposition on the Premises is altered, and pending such contest NAI shall not be deemed modified, revoked, reduced, terminated or in default under any wise disallowed or declared invalid, Mortgagor shall, within five (5) days upon request of Mortgagee in person or within fifteen (15) days upon request of Mortgagee by mail, pay any tax or charge imposed upon the Premises by reason of the provisions loss or reduction of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLCabatement or exemption, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Priceinterest or penalty thereon.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d(a) below, NAI Borrower shall pay (or cause to be paid prior to delinquency paid) all ad valorem taxes Impositions now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finalpayable; provided, however, in any event each such contest during the continuance of an Event of Default, Borrower’s obligation to directly pay Impositions shall be concluded and the contested suspended for so long as such Impositions must be are being paid by NAI Depository (defined below) from the Tax and Insurance Reserve Account (defined below) pursuant to Section 5.1(b) hereof. Borrower shall furnish to Lender receipts for the payment of the Impositions prior to the earlier date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Impositions in the event that such Impositions are being paid by Depository from the Tax and Insurance Reserve Account pursuant to Section 5.1(b) hereof). (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions or any other claim that can lead to a Lien against the Property, provided that (i) the date that any criminal prosecution no Event of Default is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or provisions of any other action instrument to which Borrower is taken against BNPLC or against any property owned or leased subject and shall not constitute a default thereunder and such proceeding shall be permitted by BNPLC because of the nonpayment thereof, or and conducted in accordance with all applicable Legal Requirements; (iii) neither the Property nor any Designated Sale Date part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon whichfinal determination thereof pay the amount of any such Impositions or claim, for any reasontogether with all costs, NAI interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Impositions or an Affiliate of NAI or any Applicable Purchaser claim from the Property; and (vi) Borrower shall not purchase BNPLC's interest furnish such security as may be required in the Property pursuant proceeding, or deliver to Lender such reserve deposits as may be reasonably requested by Lender, to insure the payment of any such Impositions or claim, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the Purchase Agreement for a price to BNPLC (when taken together with claimant entitled thereto at any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreementtime when, in the case reasonable judgment of a purchase Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, canceled or lost or there shall be any danger of the lien of the Security Instrument being primed by an Applicable Purchaser) equal to the Break Even Priceany related lien.

Impositions. Subject only 14.01 Grantor and Grantee acknowledge and agree that it is their mutual objective and intent to (i) minimize, to the exceptions listed extent feasible, the aggregate Impositions payable with respect to the Grantor System and (ii) share such Impositions according to their respective interests in subparagraph 5.(d) belowthe Grantor System, NAI and that they will cooperate with each other and coordinate their mutual efforts to achieve such objectives in accordance with the provisions of this Article 14. 14.02 Grantor shall be responsible for and shall timely pay any and all Impositions with respect to the Grantor System which Impositions are imposed or assessed prior to the Acceptance Date of a Segment. Notwithstanding the foregoing obligations, Grantor shall have the right to challenge any such Impositions so long as the 14.03 After the Acceptance Date for each Segment, Grantor shall timely pay, or cause to be paid prior paid, any and all Impositions imposed upon or with respect to delinquency all such Segment to the extent such Impositions (a) have not been separately assessed or imposed upon or against the interest of Grantee in the Grantor System or (b) consist of real property or ad valorem taxes relating to the Grantor System, including, without limitation, real property or ad valorem taxes on the Initial Grantee Fibers, the Grantee Conduit and the Regeneration and Opamp Facilities (whether or not such Impositions have been separately assessed or imposed upon or against the interest of Grantee in the Grantor System), which real property or ad valorem taxes shall constitute part of the Actual Operating Expenses and shall be subject to adjustment as described in Article 13. Upon receipt of a notice of any Imposition after the Acceptance Date for any Segment, Grantor shall promptly notify Grantee of such Imposition and following payment of such Imposition by Grantor, Grantee shall, within thirty (30) days of its receipt of an invoice from Grantor, reimburse Grantor for its proportionate share of such Imposition (except for the Impositions described in clause (b) of this Section 14.03, which Impositions shall constitute part of Actual Operating Expenses and shall be paid in accordance with Article 13), which share shall be determined (i) to the extent possible, based upon the manner and methodology used by the particular authority imposing such Impositions (e.g., on the cost of the relative property interests, historic or projected revenue derived therefrom, or any combination thereof); or (ii) if the same cannot be so determined, then based upon Grantee's proportionate share of the total fiber count in the affected portion of the Grantor System, provided that any such Imposition which was separately assessed against Grantee or any other Person using the Property Grantor System shall be taken into account in determining such proportionate share. Grantor shall provide Grantee with reasonable supporting documentation for Impositions for which Grantor seeks reimbursement. If any Imposition assessed upon Grantor or Grantee is based on assets or business in any state in addition to its interest in the Grantor System (i.e., central assessment), Grantor and other Grantee shall work together in good faith to allocate a proper portion of such 14.04 Upon notice of the assertion or proposed assertion of any Imposition described in Section 14.03, Grantor shall promptly and in good faith consult with Grantee concerning the underlying facts and whether to contest or to continue to contest such assertion or proposed assertion. Notwithstanding any provision herein to the contrary, Grantor shall have the right to contest any Imposition described in Section 14.03 above by any lawful and appropriate means (including by nonpayment of such Imposition), provided such nonpayment does not adversely affect the title (if applicable), rights or property delivered or to be delivered to Grantee pursuant hereto. The out-of-pocket costs and expenses (including reasonable attorney fees) incurred by Grantor in any such contest shall be shared by Grantor and Grantee in the same proportion as to which the parties would have shared in such Impositions, as they were originally assessed. Any refunds or credits resulting from a contest brought pursuant to this Section 14.04 shall be divided between Grantor and Grantee in the same proportion as to which such refunded or credited Impositions were borne by Grantor and Grantee. In any such event, Grantor shall provide timely notice of such challenge to Grantee. If Grantor chooses to proceed with such challenge after receipt of a written objection to the challenge from Grantee, Grantor shall conduct such challenge at its own cost and expense, provided that Grantee shall not receive the benefit of any refund or credit, if any, obtained as a result of a successful challenge. If Grantor does not contest an Imposition, Grantee shall have the right, after notice to Grantor, to contest such Imposition as long as such contest does not adversely affect the title, property or rights of Grantor. The out-of-pocket costs and expenses (including reasonable attorney's fees) incurred by Grantee in any such contest shall be shared by Grantee and Grantor in the same proportion as to which the parties shared in such Imposition, as it was originally assessed. Any refunds or credits resulting from a contest shall be divided between Grantee and Grantor in the same proportion as to which such refunded or credited Imposition was borne by Grantee and Grantor. If 14.05 Following the Acceptance Date for each Segment, Grantor and Grantee, respectively, shall be separately responsible for any and all Impositions (except for the Impositions described in clause (b) of Section 14.03, which shall constitute a part of the Actual Operating Expenses and shall be paid in accordance with Article 13) (i) expressly or implicitly imposed upon, based upon, or otherwise measured by the gross receipts, gross income, net receipts or net income received by or accrued to such party due to its respective interest in or use of such Segment and/or the Grantee Fibers and/or the Grantee Conduit located within such Segment, or (ii) which have been separately assessed or imposed upon the respective interest of such party in such Segment and/or the Grantee Fibers and/or the Grantee Conduit located within such Segment. 14.06 Grantor and Grantee agree to cooperate fully in the preparation of any returns or reports relating to the Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, Grantor and pending such contest NAI shall not be deemed in default under any of Grantee further acknowledge and agree that the provisions of this Land Lease because Article 14 are intended to allocate the Impositions expected to be assessed against or imposed upon the parties with respect to the Grantor System based upon the procedures and methods of computation by which Impositions generally have been assessed and imposed to date, and that material changes in the procedures and methods of computation by which such assessments are assessed and imposed could significantly alter the fundamental economic assumptions underlying the transactions hereunder to the parties. Accordingly, Grantor and Grantee agree that, if in the future the procedures or methods of computation by which Impositions are assessed or imposed against the parties change materially from the procedures or methods of computation by which they are imposed as of the Imposition if (1) NAI diligently prosecutes such contest date hereof, the parties will negotiate in 14.07 Notwithstanding anything in this Agreement to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, howeverthe contrary, in the event that Grantor fails to pay any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior Imposition it is required to the earlier of pay under this Agreement Grantee may, at its option (i) pay such Imposition to the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or taxing authority assessing such Imposition and (ii) pay all subsequent Impositions assessed by such taxing authority, unless Grantee shall have received written notice from Grantor the date Grantee will pay timely all such Impositions. In the event Grantee makes any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereofpayments pursuant to this Section 14.07, or (iii) any Designated Sale Date Grantor shall reimburse Grantee promptly upon which, demand for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made and all amounts paid by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even PriceGrantee.

Impositions. Subject only 14.01 Grantor and Grantee acknowledge and agree that it is their mutual objective and intent to (i) [***] and (ii) share such Impositions according to their respective interests in the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against Grantor System and the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted ImpositionGrantee Fibers, and pending that they will cooperate with each other and coordinate their mutual efforts to achieve such contest NAI shall not be deemed objectives in default under any of accordance with the provisions of this Land Lease because Article 14. 14.02 Grantor shall be responsible for and shall timely pay any and all Impositions with respect to the construction or operation of the Imposition if (1) NAI diligently prosecutes Grantor System which Impositions are imposed or assessed prior to the Acceptance Date of a Segment. Notwithstanding the foregoing obligations, Grantor shall have the right to challenge any such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes Impositions so long as the challenge of such Impositions does not materially adversely affect the rights to be paid delivered to Grantee pursuant hereto. 14.03 Following the Acceptance Date for each Grantor System and except with respect to Impositions constituting ad valorem property taxes levied against the Grantee Fibers (which are addressed in Section 14.04 below), Grantor shall timely pay any amount adjudged and all Impositions imposed upon or with respect to each Grantor System to the extent such Impositions have not been or may not feasibly be separately assessed or imposed upon or against the respective interests of Grantor and Grantee in such Grantor System. Upon receipt of a notice of any such Imposition, Grantor shall promptly notify Grantee of such Imposition and Grantee shall pay or reimburse Grantor for its proportionate share of such Imposition, which share shall be determined (i) to the extent possible, based upon the manner and methodology used by a court the particular Governmental Authority imposing such Imposition (e.g., on the cost of competent jurisdiction the relative property interests, historic or projected revenue derived therefrom, or any combination thereof); or (ii) if the same cannot be so determined, then based upon Grantee’s proportionate share of the total fiber count in the affected portion of the Grantor System. 14.04 Following the Acceptance Date for each Grantor System and except to the extent prohibited by applicable laws or regulations, Grantee shall separately file all required returns, renditions or other forms and pay any and all ad valorem property taxes imposed on or assessed against the Grantee Fibers. In the event that applicable laws or regulations require Grantor to file returns for and pay any and all ad valorem property taxes imposed on or assessed against the Grantee Fibers, Grantor shall do so and Grantor shall be entitled to reimbursement from Grantee (under Section 14.03) for the ad valorem property tax payments made respecting the Grantee Fibers. 14.05 Notwithstanding any provision herein to the contrary, Grantor shall have the right to contest any Imposition described in Section 14.03 above, (including by nonpayment of such Imposition provided such nonpayment does not materially adversely affect the rights to be due, with all costs, penalties delivered to Grantee pursuant hereto). The reasonable out-of-pocket costs and interest thereon, promptly after such judgment becomes final; provided, however, expenses (including reasonable attorney fees) incurred by Grantor in any event each such contest shall be concluded shared by Grantor and Grantee in the contested same proportion as to which the parties would have shared in such Impositions (as well as any other Impositions on other systems owned by Grantor), as they were originally assessed. Any refunds or credits resulting from a contest brought pursuant to this Section 14.05 shall be divided between Grantor and Grantee in the same proportion as to which such refunded or credited Impositions were borne by Grantor and Grantee. 14.06 Grantor and Grantee agree to cooperate fully in the preparation of any returns or reports that must be paid by NAI prior filed jointly relating to the earlier Impositions. Grantor and Grantee further acknowledge and agree that the provisions of (i) this Article 14 are intended to allocate the Impositions expected to be assessed against or imposed upon the parties with respect to the Grantor System based upon the procedures and methods of computation by which Impositions generally have been assessed and imposed to date, and that material changes in the procedures and methods of computation by which such assessments are assessed and imposed could significantly alter the fundamental economic assumptions underlying the transactions hereunder to the parties. Accordingly, Grantor and Grantee agree that, if in the future the procedures or methods of computation by which Impositions are assessed or imposed against the parties change materially from the procedures or methods of computation by which they are imposed as of the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directorshereof, officers or employees because the parties will negotiate in good faith an amendment to the provisions of this Article 14 in order to preserve, to the extent reasonably possible, the economic intent and effect of this Article 14 as of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Pricehereof.

Impositions. Subject A. Tenant shall pay (except as hereinafter provided), before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, all taxes, assessments, water and sewer rents, rates and charges, charges for public utilities, levies and all other license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever, which at any time prior to or during the term of this lease may be assessed, levied, confirmed, imposed upon, or become due and payable out of or in respect of, or become a lien on, the leased premises or any part thereof or any appurtenance thereto, the rent payable hereunder, any use or occupation of the leased premises (all collectively hereinafter referred to as "Impositions," and each of the above being hereinafter referred to as an "Imposition"). B. If by law any Imposition may at the option of the payor be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments as they become due and before any fine, penalty, further interest or cost may be added thereto. Upon termination of this lease, Tenant shall forthwith prepay any installments which fall due after termination. C. Any Imposition (other than Impositions which have been converted into installment payments by Tenant as referred to in subdivision B above) relating to a fiscal period of the taxing authority, a part of which period is included within the term of this lease and a part of which is included in a period of time before or after the expiration of the term of this lease, shall (whether or not such Imposition shall be assessed, levied, confirmed, imposed upon or in respect of or become a lien upon the leased premises, or shall become payable, during the term of this lease) be adjusted between Landlord and Tenant as of the commencement or expiration of the term of this lease, so that Tenant shall pay that portion of such Imposition which that part of such fiscal period included in the period of time after the commencement and before the expiration of the term of this lease bears to such fiscal period, and Landlord shall pay the remainder thereof; the above provided, however, that the term of this lease shall not have been shortened due to Tenant's default in the performance of any of the Tenant's covenants, agreements and undertakings in this lease provided. If Tenant is in default and as a result the term of this expires prior to its expiration date absent such default, then there shall be no such apportionment, in which case Tenant shall pay the Imposition for the entire remaining term of this lease. However, if the premises be relet Tenant's obligations for Impositions shall be apportioned only through the commencement date of the new lease. D. Nothing to the exceptions listed in subparagraph 5.(d) belowcontrary herein contained shall require Tenant to pay any municipal, NAI shall pay state or cause to be paid prior to delinquency all ad valorem federal income taxes assessed against Landlord, or any municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of Landlord, or any corporation franchise taxes imposed upon any corporate owner of the Property fee of the leased premises; provided, however, that if at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so as to cause the whole or any part of the taxes, assessments, levies, impositions or charges now or hereafter levied, assessed or imposed on real estate and other the improvements thereon, to be levied, assessed or imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom, or if any tax, corporation franchise tax, assessment, levy (including but not limited to any municipal, state or federal levy), imposition or charge, or any part thereof, shall be measured by or based in whole or in part, upon the value of the leased premises and shall be imposed upon Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Impositions. If requested by BNPLC from time " for the purposes hereof, to timethe extent that such Impositions would be payable if the leased Premises were the only property of Landlord subject to such Impositions, NAI and Tenant shall furnish BNPLC with receipts showing pay and discharge the same as herein provided in respect of the payment of Impositions. E. Landlord shall promptly forward to Tenant all Impositions prior tax bills received relating to the applicable delinquency leased premises. Tenant will furnish to Landlord, within ten (10) days after the date thereforwhen any Imposition would become delinquent, official receipts of the appropriate taxing authority, or other evidence satisfactory to Landlord, evidencing the payment thereof. Notwithstanding the foregoingHowever, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI failure to furnish same shall not be deemed a default unless Tenant fails to comply with this requirement within 15 days after written request by Landlord. F. Tenant shall have the right to contest the amount or validity, in default whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith but only after payment of such Imposition, unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event Tenant may postpone or defer payment of such Imposition if (1) neither the leased premises nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost, and (2) Tenant shall have deposited with Landlord the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that might be assessed against or become a charge on the leased premises or any part thereof in and/or during the course of such proceedings, and (3) Landlord shall not be in danger of being subjected to criminal liability or penalty by reason of such postponement. G. Upon the termination of any such proceedings (which shall include any appeals from and petitions for review of any orders, decrees or judgments deemed by Tenant to be adverse or unfavorable, Tenant shall pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith, and, upon such payment, Landlord shall return, without interest, any amount deposited with it with respect to such Imposition as aforesaid, or, at the written request of Tenant, Landlord shall make available to Tenant, upon such reasonable conditions as Landlord may prescribe, the amount of such deposit for the making of such payment as aforesaid. If, at any time during the continuance of such proceedings, Landlord shall reasonably deem the amount deposited as aforesaid insufficient, Tenant shall, upon demand, make an additional deposit of such sum as Landlord reasonably may request, and upon failure of Tenant so to do, the amount previously deposited may be applied by Landlord (unless such application would prejudice or otherwise adversely affect Tenant's rights in such proceedings, including any rights to appeal or to seek petitions for the review of any adverse order, decree or judgment issued in such proceedings) to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be returned to Tenant. H. Tenant, at Tenant's sole cost and expense, shall have a right to seek a reduction in the valuation of the leased premises as assessed for tax purposes and to prosecute any action or proceeding which may be appropriate for seeking or obtaining such reduction. To the extent to which any tax refund payable as a result of any proceeding which Tenant may institute, or payable by reason of compromise or settlement of any such proceeding, may be based upon, a payment made by Tenant and shall not relate to a period as to which apportionment thereof has been made with Landlord, Tenant shall be authorized to collect the same, subject to Tenant's obligation to reimburse Landlord forthwith for any expenses and fees incurred by Landlord in connection therewith. Landlord may (but shall not be obligated to) at its own expense, if it shall so desire, endeavor at any time or times to obtain a reduction of the assessed valuation upon the leased premises or any part thereof for the purpose of reducing taxes thereon, and, in such event, Tenant will cooperate in effecting such a reduction. I. Landlord shall not be required to join in any proceedings referred to in paragraphs F or H hereof unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by and/or in the name of Landlord or any owner of the leased premises, in which event Landlord shall join in such proceedings or permit the same to be brought in its name, in which event Tenant shall reimburse Landlord for its costs (including attorney's fees) incurred in connection with any such proceeding. Landlord shall not ultimately be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings, and Tenant will indemnify and save harmless Landlord from any such costs and expenses. Except as otherwise provided in this lease, Tenant shall be entitled to any refund of any Imposition and penalties or interest thereon received by Landlord which have been paid by Tenant, or which have been paid by Landlord but previously reimbursed in full by Tenant. J. The certificate, advice, or ▇▇▇▇ of the appropriate official designated by law to make or issue the same or to receive payment of any Imposition, certifying nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or ▇▇▇▇. K. Landlord appoints Tenant the attorney-in-fact of Landlord for the purpose of making all payments to be made by Tenant pursuant to any of the provisions of this lease to persons or entities other than Landlord. In case any person or entity to whom any sum is directly payable by Tenant under any of the provisions of this Land Lease because lease shall refuse to accept payment of the Imposition if (1) NAI diligently prosecutes such contest sum from Tenant, Tenant shall thereupon give written notice of such fact to completion in a manner reasonably satisfactory Landlord and shall pay such sum directly to BNPLC, and (2) NAI promptly causes Landlord who shall thereupon pay such sum to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted person or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Priceentity.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d(a) below, NAI Mortgagor shall pay or cause to be paid prior paid, before any fine, penalty, interest or cost attaches thereto, all of the Ground Rents and Impositions, including, without limitation, any sales tax due in connection with the Ground Rents, as well as all claims for labor, materials or supplies that, if unpaid, might by law become lien on the Mortgaged Property, and shall submit to delinquency all ad valorem taxes assessed against Mortgagee such evidence of the Property due and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing punctual payment of all such Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI and claims as may in good faith, be required by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finallaw; provided, however, in that if by law any event each such contest shall be concluded and the contested Impositions must Imposition may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), Mortgagor may pay the same installments (together with accrued interest on the unpaid balance thereof) as the same respectively become due, before any fine, penalty, interest or cost attaches thereto. (b) Mortgagor at its expense may, after prior notice to Mortgagee, contest by NAI prior to appropriate legal, administrative or other proceedings conducted in good faith and with due diligence, the earlier amount or validity or application, in whole or in part, of any Imposition or lien therefor or any claims or mechanics, materialmen, suppliers or vendor or liens thereof, and may withhold payment of the same pending such proceedings if permitted by law, as long as (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaserany Impositions or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or liens thereof, such proceedings shall suspend the collection thereof from the Mortgaged Property, (ii) equal neither the Mortgage Property nor any part thereof or interest therein will be sold, forfeited or lost if Mortgagor pays the amount or satisfies the condition being contested, and Mortgagor would have the opportunity to do so, in the event of Mortgagor's failure to prevail in the contest, (iii) Mortgagee would ▇▇▇, ▇▇ virtue of such permitted contest, be exposed to any risk of any civil liability for which Mortgagor has not furnished additional security as provided in claus▇ (▇▇) ▇▇low, or to any risk of criminal liability, and neither the Mortgaged Property nor any interest therein would be subject to the Break Even Priceimposition of any lien for which Mortgagor has not furnished additional security as provided in claus▇ (▇▇) ▇▇low, as a result of the failure to comply with such law or of such proceeding and (iv) Mortgagor shall have furnished to Mortgagee additional security in respect of the claim being contested or the loss or damage that may result from Mortgagor's failure to prevail in such contest in such amount as may ▇▇ ▇▇▇▇▇nably requested by Mortgagee, but in no event less than one hundred twenty-five percent (125%) of the amount of such claim.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only Company shall, during the Lease Term, timely, except as otherwise provided herein, bear, pay, and discharge, all taxes and assessments, general and special, if any, which may be taxed, charged, levied, assessed, or imposed upon or against or be payable for or in respect of the Mortgaged Property, or any part thereof, or any improvements at any time thereon or Company’s interest in the Mortgaged Property under this Lease Agreement, including any new taxes and assessments not of the kind enumerated above to the exceptions listed in subparagraph 5.(dextent that the same are made, levied against real and personal property, and further including without limitation all water and sewer charges, assessments, and other governmental charges and impositions whatsoever, foreseen or unforeseen, which if not paid when due would encumber Issuer’s title to the Mortgaged Property (all of the foregoing being herein referred to as “Impositions”) below, NAI shall pay or cause to . In the event any special assessment taxes are lawfully levied and assessed which may be paid prior in installments, Company shall be required to delinquency all ad valorem taxes assessed against pay only such installments thereof as become due and payable during the Property Lease Term as and other Impositionswhen the same become due and payable. If requested by BNPLC from time Any Impositions which Company is required to timebear, NAI pay, and discharge shall furnish BNPLC with receipts showing payment of all Impositions prior be remitted directly to the applicable delinquency date thereforauthority which is entitled to the payment thereof. In no event shall Company consent to any new special taxes without the prior written consent of Trustee. Within 30 days after the last day for payment or as soon thereafter as is reasonably practicable, without penalty or interest, of an Imposition which Company is required to bear, pay, and discharge pursuant to the terms hereof, Company shall deliver to Issuer upon its written request a reproduced copy of any statement issued therefor which has been duly receipted to show the payment thereof. Notwithstanding the foregoing, NAI may Company shall have the right, in its or Issuer’s name, to contest in good faith, by appropriate proceedings, contest faith the validity, applicability validity or amount of any asserted ImpositionImposition which Company is required to bear, pay, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property discharge pursuant to the Purchase Agreement terms of this Section by appropriate legal proceedings provided Company, before instituting any such contest in Issuer’s name, gives Issuer written notice of its intention so to do and Company diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, sets aside on its books and maintains adequate reserves for a price the payment of any liability therefrom in conformity with generally accepted accounting principles, and promptly pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction thereof. Company shall hold Issuer whole and harmless from any costs and expenses Issuer may incur related to BNPLC (when taken together any such contest. Issuer covenants that it will not part with title to the Mortgaged Property or any additional payments made by NAI pursuant part thereof during the Lease Term, except as authorized in this Lease Agreement, or take any other affirmative action which may reasonably be construed as tending to Paragraph 1(A)(2) cause or induce the levy or assessment of ad valorem taxes on the Mortgaged Property. Issuer and Company acknowledge that under present law no part of the Purchase Agreement, in Mortgaged Property will be subject to ad valorem taxation by the case of a purchase State or by an Applicable Purchaser) equal to the Break Even Priceany political or taxing subdivision thereof.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) belowTenant shall reimburse Landlord for (or, NAI shall if requested by Landlord, will pay or cause to be paid prior to delinquency delinquency) all sales, excise, ad valorem taxes assessed against the Property valorem, gross receipts, business, transfer, stamp, occupancy, rental and other Impositionstaxes, levies, fees, charges, surcharges, assessments or penalties which arise out of or are attributable to this Lease or which are imposed upon Landlord or the Leased Property because of the ownership, leasing, occupancy, sale or operation of the Leased Property, or any part thereof, or relating to or required to be paid by the terms of any of the Permitted Encumbrances, excluding only Landlord's Liens and Excluded Taxes (collectively, all such taxes, levies, fees, charges, surcharges, assessments or penalties, other than Landlord's Liens and Excluded Taxes, are herein called the "IMPOSITIONS"). If requested by BNPLC from time Landlord requires Tenant to timepay any Impositions directly to the applicable taxing authority or other party entitled to collect the same, NAI Tenant shall furnish BNPLC Landlord with receipts showing payment of all such Impositions and other amounts prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI delinquency; except that Tenant may in good faith, faith by appropriate proceedings, proceedings contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI Tenant shall not be deemed in default under any of the provisions of this Land Lease subparagraph (or subparagraphs t or u) because of the contested Imposition if (1) NAI within sixty (60) days after being asked to do so by Landlord, Tenant bonds over to the reasonable satisfaction of Landlord any lien asserted against the Leased Property and alleged to secure an amount in excess of $500,000 because of the contested Imposition, (2) Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLCLandlord, and (23) NAI Tenant promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, that in any event each such contest shall be concluded and the contested Impositions must Impositions, penalties, interest and costs shall be paid by NAI prior to the earlier of date (i) the date that any criminal prosecution action is threatened or instituted or overtly threatened against BNPLC Landlord or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Landlord (including the Leased Property) may be seized or sold or any other action is taken threatened or instituted against BNPLC Landlord or against any property owned or leased by BNPLC Landlord because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. A. Subject only to the exceptions listed in subparagraph 5.(d) belowprovisions of Section 9 hereof, NAI the Borrower shall pay pay, or cause to be paid, without deduction (except such discount as may be permitted by law), defalcation or abatement, before the last day on which the same may be paid prior without penalty or interest, all real estate taxes, ground rents, sewer rents, water charges and all other municipal and governmental assessments, fees (including, without limitation, license, permit, inspection, authorization and similar fees), taxes, rates, charges, impositions, levies, liabilities, obligations, special assessments and Liens of every kind and nature (hereinafter collectively referred to delinquency all ad valorem taxes assessed against as the "Impositions") that now or hereafter may be imposed, suffered, placed, assessed, levied or filed at any time, upon (i) the Borrower, (ii) the Borrower's interest in the Mortgaged Property, (iii) the Mortgaged Property or any Rent therefrom or any estate, right, title or interest therein, (iv) any occupancy, leasing, operation, use or possession of, sales from, or activity conducted on, or in connection with, the Mortgaged Property and/or (v) the Lender, but only to the extent that any Imposition is imposed upon the Lender as a result of the Loan transaction, or which by any Legal Requirement may have priority over the indebtedness secured either in lien or in distribution out of the proceeds of any judicial sale of the Mortgaged Property (without regard to any law heretofore or hereafter enacted imposing payment in whole or in part upon the Lender). Furthermore, if any such Imposition is of record, the same shall be promptly satisfied and other Impositionsdischarged of record and evidence of such discharge of record (satisfactory to the Lender) shall be forwarded to the Lender on or before the date required hereunder for payment of such Imposition. If requested by BNPLC from any Imposition is not paid within the time hereinabove specified, the Lender shall have the right, but not the obligation, to timepay the same, NAI shall furnish BNPLC together with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties penalty and interest thereon, promptly after such judgment becomes final; providedand any amount so paid or advanced by the Lender and all costs and expenses reasonably incurred in connection therewith (including, howeverwithout limitation, in any event each such contest attorneys' fees and expenses and court costs), shall be concluded and a demand obligation of the contested Impositions must be paid by NAI prior Borrower to the earlier Lender, and to the extent permitted by applicable law, shall be added to the Loan Obligations and shall be secured by the Liens created by the Loan Documents as fully and effectively and with the same priority as every other obligation of the Borrower secured thereby and, if not paid within ten (i10) days after demand, shall thereafter, to the extent permitted by applicable law, bear interest at the Advances Rate until the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of payment. B. The Borrower hereby assigns to the Lender all rights of the nonpayment thereof Borrower now or (ii) hereafter arising in and to the date refund of any writ Imposition and any interest thereon. If, at the time of receipt of any such refund by the Lender, a Loan Default or order is issued under which any property owned or leased by BNPLC (including a Related Party Default has occurred, then the Property) Lender may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because apply said refund in reduction of the nonpayment thereofObligations; otherwise, or (iii) the Lender shall promptly forward any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant such refund to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even PriceBorrower upon demand.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5.(e) below, NAI SGC shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI SGC shall furnish BNPLC with receipts showing payment of all Impositions at least ten days prior to the applicable delinquency default date therefor. Notwithstanding the foregoing, NAI SGC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI SGC shall not be deemed in default under any of the provisions of this Land Lease hereunder because of the Imposition if (1) NAI SGC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI SGC promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI SGC prior to the earlier of (i) the date that any criminal prosecution action is instituted or overtly threatened or instituted against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI SGC or an Affiliate of NAI SGC or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a net price to BNPLC (when taken together with any additional payments made by NAI SGC pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to Stipulated Loss Value, or (iv) any date upon which the Break Even PriceConstruction Management Agreement or this Lease or SGC's Initial Remarketing Rights and Obligations may be terminated because of or following any Issue 97-10 Election.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d(a) below, NAI Borrower shall pay (or cause to be paid prior to delinquency paid) all ad valorem taxes Impositions now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finalpayable; provided, however, in any event each such contest during the continuance of an Event of Default, Borrower’s obligation to directly pay Impositions shall be concluded and the contested suspended for so long as such Impositions must be are being paid by NAI Depository (defined below) from the Tax and Insurance Reserve Account (defined below) pursuant to Section 5.1(b) hereof. Borrower shall furnish to Lender receipts for the payment of the Impositions prior to the earlier date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Impositions in the event that such Impositions are being paid by Depository from the Tax and Insurance Reserve Account pursuant to Section 5.1(b) hereof). (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions or any other claim that can lead to a Lien against the Property, provided that (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because no Event of the nonpayment thereof or Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or provisions of any other action instrument to which Borrower is taken against BNPLC or against any property owned or leased subject and shall not constitute a default thereunder and such proceeding shall be permitted by BNPLC because of the nonpayment thereof, or and conducted in accordance with all applicable Legal Requirements; (iii) neither the Property nor any Designated Sale Date part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon whichfinal determination thereof pay the amount of any such Impositions or claim, for any reasontogether with all costs, NAI interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Impositions or an Affiliate of NAI or any Applicable Purchaser claim from the Property; and (vi) Borrower shall not purchase BNPLC's interest furnish such security as may be reasonably required in the Property pursuant proceeding, or deliver to Lender such reserve deposits as may be requested by ▇▇▇▇▇▇, to insure the payment of any such Impositions or claim, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by ▇▇▇▇▇▇ to the Purchase Agreement for a price to BNPLC (when taken together with claimant entitled thereto at any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreementtime when, in the case judgment of a purchase Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, canceled or lost or there shall be any danger of the lien of the Security Instrument being primed by an Applicable Purchaser) equal to the Break Even Priceany related lien.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI FCI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI FCI shall furnish BNPLC with receipts showing payment of all Impositions at least ten days prior to the applicable delinquency default date therefor. Notwithstanding the foregoing, NAI FCI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI FCI shall not be deemed in default under any of the provisions of this Land Lease hereunder because of the Imposition if (1) NAI FCI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI FCI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI FCI prior to the earlier of (i) the date that any criminal prosecution action is instituted or overtly threatened or instituted against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI FCI or an Affiliate of NAI FCI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a net price to BNPLC (when taken together with any additional payments made by NAI FCI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to Stipulated Loss Value, or (iv) any date upon which the Break Even PriceConstruction Management Agreement or this Lease or FCI's Initial Remarketing Rights and Obligations may be terminated because of or following any Issue 97-10 Election.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.payments

Impositions. Subject only (a) During the Basic Lease Term, Lessee agrees to the exceptions listed in subparagraph 5.(d) below, NAI shall pay when due without penalty or cause to be paid prior to delinquency interest all ad valorem taxes assessed Impositions imposed upon or levied against the Property and other ImpositionsLeased Property. If requested by BNPLC from time Any tax relating to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount a fiscal period of any asserted Impositiontaxing authority falling partially within and partially outside the Basic Lease Term, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded apportioned and adjusted between Lessor and Lessee. Lessee covenants to furnish Lessor and Administrative Agent, upon Lessor’s or Administrative Agent’s request, within forty-five (45) days after the contested Impositions last date when any Imposition must be paid by NAI Lessee, official receipts of the appropriate taxing, authority or other proof satisfactory to Lessor and Administrative Agent, evidencing the payment thereof. (b) With the prior to written consent of Lessor, made in its sole discretion, and Administrative Agent, made at the earlier direction of the Required Lenders, Lessee may defer payment of an Imposition so long as (i) the date that any criminal prosecution validity or the amount thereof is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or contested by Lessee with diligence and in good faith; (ii) the date commencement and continuation of such proceedings shall suspend the collection thereof from, and suspend the enforcement thereof against, Lessor, Administrative Agent and the Leased Property, (iii) no part of the Leased Property nor any writ Basic Rent or order is issued under which Supplemental Rent shall be in danger of being sold, forfeited, attached or lost, (iv) there shall not exist because of such contest (x) any property owned or leased by BNPLC (including interference with the Property) may be seized or sold use and occupancy of the Leased Property or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment part thereof, or (iiiy) any Designated Sale Date upon whichinterference with the payment of Basic Rent or Supplemental Rent (other than the portion subject to the contest), for any reason(v) Lessee shall promptly prosecute such contest to a final settlement or conclusion, NAI or an Affiliate if Lessee deems it advisable to abandon such contest, Lessee shall promptly pay or perform the obligation which was the subject of NAI such contest, and (vi) at no time during the permitted contest shall there be a risk of the imposition of criminal liability on Lessor, Administrative Agent or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant Indemnitee for failure to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Pricecomply therewith.

Impositions. Subject only (a) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, any and all Impositions (as defined below) that at any time prior to, during, or in respect of, the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the exceptions listed use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in subparagraph 5.(dthe Premises. Nothing herein contained shall require Tenant to pay any of the following taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), NAI shall pay unless such taxes are imposed or cause levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid prior by Tenant pursuant to delinquency all ad valorem this Section 6, in which event same shall be deemed Impositions and shall be paid by Tenant: (i) transfer taxes or documentary stamp taxes payable by Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, if at any time during the Property term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord a capital levy, gross receipts or other tax directly on the Rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such Rents, the Premises (including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Premises or the construction thereof and/or measured in whole or in part by Landlord’s income from the Premises, then all such taxes, assessments, levies and other charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. If requested by BNPLC from time to time, NAI Tenant shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereonLandlord, promptly after payment of any Impositions, official receipts or other satisfactory proof evidencing payment of such judgment becomes finalImposition. Without limiting the generality of the foregoing provisions, Tenant shall be responsible for (and shall timely pay) any and all transfer taxes, documentary stamp taxes and similar taxes payable in connection with the execution of this Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or sooner termination of this Lease; provided, however, that Tenant shall not be responsible for any Impositions to the extent that they are in any event each such contest respect of a period beyond the term of this Lease (and, accordingly, upon the termination of this Lease other than on account of an Event of Default, there shall be concluded and the contested an appropriate per-diem apportionment of any Impositions must be actually paid by NAI prior to the earlier of (i) the date Tenant that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest are in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case respect of a purchase by an Applicable Purchaserperiod beyond the term of this Lease). (b) equal to For purposes hereof, the Break Even Price.term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):