Common use of Impositions Clause in Contracts

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior to the date such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3

Impositions. 3.2.1 Except Tenant shall pay to Landlord as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior additional rent an amount equal to the date such Impositions become delinquent, all general real estate taxes, personal property taxes, general taxes and special assessments, water if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and sewer rents and chargespayable after the expiration of the Lease Term; provided, license feeshowever, that Landlord shall pay all charges which may such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be imposed reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the use second installment of vaults2005 and the first installment of 2006 when said tax bills become due, chutesnotwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, areas Tenant shall not less than five (5) days prior to the due date pay as additional rent any and other space beyond the lot line all special taxes and abutting the public sidewalks in front of or adjoining the Propertyassessments, water rates and all other governmental levies impositions, ordinary and charges (collectivelyextraordinary, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall accrue or may be assessed, levied, confirmedassessed or imposed upon the Premises, imposed or become a lien upon or against the Property or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall become be required to pay, accruing or becoming due and payable with respect thereto, unless contested in good faith during the term of this Lease (such real estate taxes and water bills are hereafter referred to as permitted by the Lease“Impositions”). Mortgagor Tenant shall deliver to Mortgagee [i] not more than five days after the delinquency date provide Landlord evidence of each Imposition, a copy payment of the invoice for such Imposition and Impositions within three (3) days of Landlord’s request therefor. If at any time during the check delivered for payment thereof; and [ii] not more than 30 days after term of this Lease the delinquency date method of each Imposition, a copy taxation prevailing at the commencement of the official receipt evidencing such payment term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other proof of payment satisfactory income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from extent that they are so measured or based, shall be deemed to be included within the value of land term Impositions for the purpose purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of taxation any lien thereon; [ii] imposing upon Mortgagee Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the whole taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any part leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the Imposition which is required foregoing; (ii) levied upon or with respect to be paid the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Mortgagor hereunderTenant of the Premises or any portion thereof; or [(iii] changing in ) levied upon this transaction or any way laws relating document to the taxation of deeds of trust which Tenant is a party creating or debts secured by deeds of trust transferring any interest or mortgage interests an estate in the PropertyPremises. Upon demand by Landlord, or the manner Tenant shall furnish Landlord satisfactory evidence of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3payment thereof.

Impositions. 3.2.1 Except Company shall, during the Loan Term, timely, except as otherwise set forth in the Leaseprovided herein, Mortgagor shall bear, pay, not later than one day prior to the date such Impositions become delinquentand discharge, all real estate taxes, personal property taxes, general taxes and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseenif any, which shall may be assessedtaxed, charged, levied, confirmedassessed, or imposed or become a lien upon or against or be payable for or in respect of the Property Mortgaged Property, or any part thereof, or any improvements at any time thereon or on Company’s interest in the Mortgaged Property under this Loan Agreement, including any new taxes and assessments not of the kind enumerated above to the extent 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 the Mortgaged Property (all of the foregoing being herein referred to as “Impositions”). In the event any special assessment taxes are lawfully levied and assessed which may be paid in installments, Company shall be required to pay only such installments thereof as become due and payable with respect theretoduring the Loan Term as and when the same become due and payable. Any Impositions which Company is required to bear, unless contested in good faith as permitted by pay, and discharge shall be remitted directly to the Lease. Mortgagor shall deliver authority which is entitled to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than . Within 30 days after the delinquency date last day for payment or as soon thereafter as is reasonably practicable, without penalty or, interest, of each Impositionan 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 official receipt evidencing such payment thereof. Notwithstanding the foregoing, Company shall have the right, in its name, to contest in good faith the validity or other proof of payment satisfactory to Mortgagee. If any law amount of any government having jurisdiction over Imposition which Company is required to bear, pay, and discharge pursuant to the Property is enacted after terms of this date [i] deducting from the value Section by appropriate legal proceedings provided Company, before instituting any such contest in Company’s name, gives Trustee written notice of land its intention so to do and Company diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, sets aside on its books and maintains adequate reserves for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of liability therefrom in conformity with generally accepted accounting principles, and promptly pays any final judgment enforcing the Imposition which is required so contested and thereafter promptly procures record release or satisfaction thereof. Company shall hold Issuer and Trustee whole and harmless from any costs and expenses Issuer and Trustee may reasonably incur related to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3contest.

Impositions. 3.2.1 Except as otherwise set forth in the LeaseSubject to Article 11 relating to contests, Mortgagor Lessee, at Lessee’s expense, shall paybear, not later than one day pay and discharge all Impositions at least twenty days prior to the date last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such Impositions payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become delinquentdue from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as the case may be, of the Lease Term. An official certificate or statement issued or given by any sovereign or governmental authority or agency, or any public utility, showing the existence of any Imposition, or interest or penalties thereof, the payment of which is the obligation of Lessee as provided herein, shall be prima facia evidence for all real estate taxespurposes of this Lease of the existence, personal property taxesamount and validity of such Imposition. Upon the occurrence and continuance of an event of default, general and special assessmentsat the option of Lessor, water and sewer rents and charges, license fees, all charges which may be imposed exercised by written notice to Lessee, Lessee shall pay to Lessor, on each Rent Payment Date during the Lease Term, an amount equal to one twelfth (1/12th) of all Impositions becoming due within the ensuing twelve months, as reasonably estimated by Lessor. Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be credited for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or difference against the Property next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or any part thereofin part, or which if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall become due and payable with respect thereto, unless contested in good faith as permitted by pay the Leasesame to Lessor on demand. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy The obligations of the invoice for such Imposition and parties hereunder shall survive the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy expiration or termination of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Lease Term.

Impositions. 3.2.1 Except as otherwise set forth in the LeaseSubject to Article XII relating to permitted contests, Mortgagor Tenant shall pay, or cause to be paid, all Impositions before they become delinquent (other than any payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid when such payments are due and payable, as required under the applicable Ground Lease or Property Document) during the Term to the applicable taxing authority or other party imposing the same before any fine, penalty, premium or interest may be added for non-payment (provided, (i) such covenant shall not later than one day be construed to require early or advance payments that would reduce or discount the amount otherwise owed and (ii) Tenant shall not be required to pay any Impositions that under the terms of any applicable Ground Lease or Property Document are required to be paid by the Ground Lessor or counterparty thereunder (it being understood, for the avoidance of doubt, that (w) Tenant shall not be required to pay any Impositions with respect to the Leased Property (Octavius) that accrued prior to the First Amendment Date and that the applicable lessor was required to pay under the Prior Octavius Ground Lease, (x) Tenant shall be required to pay any Impositions with respect to the Leased Property (Octavius) that accrue from and after the First Amendment Date on the same terms as any other Leased Property hereunder, (y) Tenant shall not be required to pay any Impositions with respect to the Leased Property (HLV) that accrued prior to the Second Amendment Date and that HLV Landlord was required to pay under the HLV Lease and (z) Tenant shall be required to pay any Impositions with respect to the Leased Property (HLV) that accrue from and after the Second Amendment Date on the same terms as any other Leased Property hereunder)). Tenant shall make such payments directly to the taxing authorities where feasible, and on a monthly basis furnish to Landlord a summary of such payments, together, upon the request of Landlord, with copies of official receipts or other reasonably satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make such payments directly to the taxing authorities or other applicable party, then Tenant shall make such payments to Landlord at least ten (10) Business Days prior to such payments becoming delinquent (except in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), which Tenant shall pay or cause to be paid to Landlord at least ten (10) Business Days prior to such payments becoming due and payable under the applicable Ground Lease or Property Document), and Landlord shall make such payments to the taxing authorities or other applicable party prior to delinquency (or, in the case of any such payments with respect to (x) Ground Leases required to be made by Tenant pursuant to Section 7.3(a) or (y) Property Documents required to be made by Tenant pursuant to Section 7.2(g), the date that such payments are due and payable under the applicable Ground Lease or Property Document). If and to the extent funds for Impositions are being reserved by Tenant with and held by Fee Mortgagee, Tenant shall be permitted to make a direct request to Fee Mortgagee (contemporaneously providing a copy of such request to Landlord) to cause such funds to be applied to Impositions when due and payable, unless a Tenant Event of Default exists, and, to the extent Fee Mortgagee fails to make such disbursement, the failure to timely pay such Impositions shall not give rise to any Tenant Event of Default or other liability or obligation of Tenant hereunder. Landlord shall deliver to Tenant any bills received by Landlord for Impositions, promptly following Landlord’s receipt thereof. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Leased Property or any part thereofthereof to the extent payable during the Term, subject to Article XII. Notwithstanding anything in the first sentence of this Section 4.1 to the contrary, if any Imposition may, at the option of the taxpayer, lawfully be paid in installments, whether or which not interest shall become due and payable with respect thereto, unless contested in good faith as permitted by accrue on the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date unpaid balance of each such Imposition, a copy Tenant may pay the same, and any accrued interest on the unpaid balance of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of in installments before the official receipt evidencing such payment same respectively become delinquent and before any fine, penalty, premium or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to further interest may be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3added thereto.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor Tenant shall pay, not later than one day prior as hereinafter provided, all of the following‌ items (collectively, “Impositions”) imposed by any Governmental Authority that are applicable to the date such Impositions become delinquentPremises or the operation thereof: (a) Taxes, all real estate taxes, personal property taxes, general and special assessments(b) water, water meter and sewer rents rents, rates and charges, (c) excises, (d) levies, (e) license and permit fees; (f) service charges with respect to police protection, all charges which may be imposed for the use of vaultsfire protection, chutesstreet and highway construction, areas maintenance and lighting, sanitation and water supply, if any, (g) fines, penalties and other space beyond similar or like governmental charges applicable to the lot line foregoing and abutting the public sidewalks in front of any interest or adjoining the Propertycosts with respect thereto, and (h) any and all other governmental levies levies, fees, rents, proffers, assessments or taxes and charges (collectively, the "Impositions") of every kind and nature whatsoevercharges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, and any interest or costs with respect thereto, which shall be at any time during the Term are (1) assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall would have become due and payable out of or in respect of, or would have been charged with respect theretoto, unless contested the Premises or any document to which Tenant is a party creating or transferring an interest or estate in good faith as permitted the Premises, or the use and occupancy thereof by Tenant and (2) encumbrances or liens on (i) the Premises, or (ii) any appurtenances of the Premises, or (iii) any personal property (except personal property which is not owned by or leased to Tenant), Fixtures or other facility used in the operation thereof, or (vi) any amounts due to Landlord under this Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date , including Base Rent and Additional Costs (or any portion of either) payable by Tenant hereunder, each such Imposition, a copy or installment thereof, during the Term to be paid not later than the Due Date thereof. However, if, by law, any Imposition may at the option of the invoice taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments (subject to the limitation on Tenant’s obligations set forth in Section 4.04 below) and shall be responsible for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws such installments only, together with applicable interest, if any, relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any periods for which such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3installment is due.

Impositions. 3.2.1 Except Landlord and Tenant shall cooperate with each other to cause the appropriate taxing authorities to deliver directly to Tenant all statements and invoices for Impositions, effective as otherwise set forth in of the LeaseEffective Date. Tenant shall pay before any fine, Mortgagor shall paypenalty, not later than one day prior to interest, or cost may be added thereto for the date such Impositions become delinquentnonpayment thereof, all real estate estate, municipal utility district and other similar taxes, personal property assessments, ad valorem taxes, general and special assessments, water and sewer rents and charges, sales tax on Rent, all gross receipts or “margin” tax assessed against Landlord with respect to, or that is attributable to, Rent, vault charges, license and permit fees, all charges dues or assessments, general or special of any association to which may be imposed for the use of vaults, chutes, areas Premises is subject and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoevercharges, general and special, ordinary ordinary, and extraordinary, foreseen unforeseen as well as foreseen, of any kind and unforeseennature (collectively, “Impositions”) which shall may be charged, assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable, during the Term; provided, however, that if, by Law, any Imposition is payable with respect thereto, unless contested in good faith as permitted by or at the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy option of the invoice taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), Tenant may pay the same (and any accrued interest on the unpaid balance) in installments and shall be required to pay only such installments as may become due during the Term as the same respectively become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment thereof. If the Term commences on a day other than January 1 or expires on a date other than December 31, Tenant shall only be liable for the Impositions accruing during the Term (such that the same shall be prorated between Landlord and Tenant for such Imposition calendar year). Tenant shall be entitled to the benefit of any abatements or reduction of any Impositions during the Term and, in all events, shall be entitled to any and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Impositionall tax incentives, a copy of the official receipt evidencing such payment rebates, discounts or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land similar payments or inducements which Tenant may negotiate for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating and receive (even though allocable to the taxation Premises) from any governmental authority with regard to the location of deeds of trust Tenant’s business on the Premises or debts secured by deeds of trust or mortgage interests in the Propertyotherwise. All reductions, refunds, or the manner rebates of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating Impositions applicable to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor Term shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice belong to Mortgagor. 3.3Tenant.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior Borrower will pay or cause to the date such Impositions become delinquent, be paid all real estate taxes, personal property taxesinsurance premiums, general and special assessments, water and sewer rents and chargesrates, license feesground rents, all charges which may be imposed for the use of vaults, chutes, areas fees and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "“Impositions"”) of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall that at any time may be assessed, levied, confirmed, confirmed or imposed or that may become a lien Lien upon or against the Property Collateral, or any part portion thereof, or which shall become due and that are payable with respect thereto, unless contested in good faith as permitted by prior to delinquency, before any fine, penalty or interest may be added for non‑payment and before the Leasecommencement of any action to foreclose any Lien against all or any portion of the Collateral with respect thereto. Mortgagor shall Borrower will deliver to Mortgagee [i] Lender, upon request, copies of official receipts or other satisfactory proof evidencing such payments. Borrower shall not more than five days after be entitled to any credit against the delinquency date of each Imposition, a copy Secured Obligations by reason of the invoice payment of any Imposition. Upon the occurrence of an Event of Default (hereinafter defined), and at Xxxxxx's sole option at any time thereafter, Borrower shall pay in addition to each monthly payment under the Note, one-twelfth of the Impositions payable during each year (as estimated by Xxxxxx in its sole discretion), to be held by Lender without interest to Borrower, for the payment of such Imposition and obligations. If the check delivered 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 thereof; and [ii] not more 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 necessary to make up the deficiency within 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such notice from Lender to Borrower requesting payment or other proof of payment satisfactory to Mortgageethereof. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxesLender may apply, in any such caseamount and in any order as Lender shall determine in Xxxxxx's sole discretion, so any Funds held by Xxxxxx at the time of application (i) to pay Impositions which are now or will hereafter become due or (ii) as to affect this Mortgage or a credit against the Secured Obligations. Upon payment in full of the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, Lender shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating refund to the Secured Obligations, Note, this Mortgage, or the indebtedness secured Borrower any Funds held by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Lender.

Impositions. 3.2.1 Except as otherwise set forth in the LeaseSubject to section 17 relating to contests, Mortgagor shall payLessee will pay all Impositions before any interest, not later than one day prior to the date such Impositions become delinquentpenalty, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which fine or cost may be imposed added for non-payment, provided that (a) if, by law, any Imposition may at the use option of vaultsthe payor be paid in installments, chutesLessee may exercise such option, areas and, in such event. Lessee shall give Lessor prompt written notice of such exercise and other space beyond shall pay all such installments (and interest ii any) becoming due during the lot line and abutting term of this Lease as the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall same respectively become due and payable with respect before any further interest or any penalty, fine or cost may be added thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver ; and (b) any Imposition relating to Mortgagee [i] not more than five days after the delinquency date of each Impositiona period, a copy part of which is included within the term of this Lease and a part of which extends beyond such term, shall, if an Event of Default shall not then exist under this Lease, be apportioned between Lessor and Lessee as of the invoice expiration of such term. Lessee will furnish to Lessor and to each holder of any mortgage on the Leased Property, for such Imposition and the check delivered for payment thereof; and [ii] not more than inspection, within 30 days after the delinquency date of each Impositionwhen any Imposition (unless being contested in conformity with section 17) would become delinquent, a copy of the official receipt evidencing such payment receipts, or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over Lessor or such mortgagee, as the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee case may be, evidencing the payment of such Imposition Lessor will pay in full when due and payable all real estate taxes and betterment assessments in respect of the Leased Property, except such as are includible in additional rent and are not paid to Lessor by Lessee when such additional rent is due, provided, however, that Lessor may contest, by appropriate legal proceedings the amount or validity or application, in whole or in part, of any tax or betterment assessment, provided that (a) such proceedings shall operate to suspend the collection thereof from the Leased Property, (b) neither the Leased Property nor any part thereof would be in substantial danger of the Imposition which is being forfeited or lost, and (c) Lessor shall have furnished such security, if any, as may be required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3proceedings.

Impositions. 3.2.1 Except as otherwise set forth in the LeaseTenant shall, Mortgagor shall paywithin thirty (30) days after notice from Landlord, not later than one day prior pay to the date such Impositions become delinquent, Landlord Tenant's Pro Rata Share of all real estate taxes, personal property sales taxes, general and special assessments, water and sewer rates, rents and or charges, use or occupancy taxes, vault charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas or permit fees and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all any other governmental levies and charges (collectivelyor charges, the "Impositions") general or special, ordinary or extraordinary, foreseen or unforeseen, of every any kind and nature whatsoeverwhatsoever (said taxes, general assessments, water and specialsewer rates or charges, ordinary vault charges, license or permit fees and extraordinary, foreseen and unforeseenother governmental levies or charges being hereinafter referred to as "IMPOSITION"), which are assessed, levied, confirmed, imposed or become a lien upon the Land and Building or become payable, during the term of this Lease; provided, however, that, if by law any such Imposition is payable or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and shall pay only such installments as may become due during the term of this Lease as the same respectively become due and before any fine, penalty, interest or cost may be added thereto for the non-payment of any such installment and interest; and provided further, that any Imposition relating to a fiscal period which is included within the term of this Lease and a part of which is included in a period of time after the expiration of the term of this Lease, other than a termination of this Lease pursuant to ARTICLE 17 shall (whether or not such Imposition shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereofDemised Premises, or which shall become due payable, during the term of this Lease) be adjusted between Landlord and payable with respect theretoTenant as of the expiration of the term of this Lease, unless contested so that Tenant shall pay that portion of such Imposition which that part of such fiscal period included in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days period of time after the delinquency date expiration of each Imposition, a copy of the invoice for this Lease bears to such Imposition fiscal period and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, Landlord shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3remainder thereof.

Impositions. 3.2.1 Except as otherwise set forth All payments to be made by Borrower under the Loan Documents shall be free of expense to Lender and to FPSI with respect to the amount of any Impositions, all of which Impositions Borrower assumes and shall pay when due pursuant to the laws of each of Mexico and the United States of America, and in the Lease, Mortgagor shall pay, not later than one day all events prior to the date on which penalties apply, in addition to the other payments provided for in the Loan Documents to be made by it. Borrower's Obligation to pay Impositions shall likewise include the Obligation to pay any increase to Lender or FPSI in tax imposed by Mexico or the United States of America (or any political subdivisions of either) as a result of inclusion in income of Lender of any amount required by this paragraph 6.1(g) to be paid to or for Lender or FPSI. In that regard, but without limiting the generality of the foregoing, the Basic Interest, the Default Rate, the Receivables Loan Fee, the Inventory Loan Fee, the Custodial Fee, the Availability Fee, any prepayment premiums and any other amounts payable under the Loan Documents on which Impositions may be imposed shall be "grossed up" by any such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for imposed, in the use way of vaultswithholding payments or otherwise, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days so that after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee taking into account the payment of such Impositions, Lender and FPSI receive, at the whole or any part times and frequencies required under the Loan Documents, the same amount of interest and other amounts as it would receive had such Impositions not been imposed. Borrower shall promptly make such withholding payments to the Mexican and United States of America taxing authorities, shall obtain receipts from such authorities as to the making of such withholding payments, shall supply Lender with true and correct copies of such receipts within five (5) Business Days following receipt thereof and shall in all other respects comply with all applicable Mexican and United States of America tax laws with respect to the making of such Imposition payments. FPSI is hereby expressly made a third-party beneficiary of the Imposition which is required provisions of this paragraph and shall have the right to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests enforce this paragraph against Borrower in the Property, or the same manner of collection of taxes, in any such case, so as if FPSI were a party to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Agreement.

Impositions. 3.2.1 Except as (a) Before interest or penalties are due thereon and otherwise set forth in when due, pay all taxes of every kind and nature (including real and personal property taxes on the LeaseMortgaged Property, income, franchise, withholding, profits and gross receipts taxes) assessed against Mortgagor shall pay, not later than one day prior to or any portion of the date such Impositions become delinquentMortgaged Property, all real estate taxescharges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, personal property taxes, all general and special assessments (including, without limitation, any condominium or planned unit development assessments, if any), levies, permits, inspection and license fees, all mortgages and other liens or encumbrances upon any portion of the Mortgaged Property, all water and sewer rents and charges, license feesand all other charges and liens, whether of a like or different nature, even if unforeseen or extraordinary, now or hereafter imposed upon or assessed against Mortgagor or any of the Mortgaged Property or arising in respect of the ownership, occupancy, use or possession thereof. In addition, Mortgagor shall pay promptly on demand all taxes, assessments and charges which may now or hereafter be imposed for upon Mortgagee by reason of its holding any of the use of vaultsLoan Documents, chutesincluding intangibles, areas business privilege and excise taxes, but excluding any taxes upon the income derived by Mortgagee upon the interest or other space beyond sums collected by Mortgagee pursuant to the lot line and abutting the public sidewalks Loan Documents. The obligations referred to in front of or adjoining the Property, and all other governmental levies and charges (collectively, this Section are hereinafter collectively referred to as the "Impositions". Within thirty (30) days after the payment of every kind and nature whatsoeverany Imposition, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five evidence acceptable to Mortgagee of such payment. Mortgagor shall also deliver to Mortgagee within ten (10) days after the delinquency date of each Imposition, a copy receipt thereof copies of the invoice for such Imposition all settlements and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating notices pertaining to the taxation of deeds of trust or debts secured Impositions which may be issued by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3governmental authority.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior to the date such Impositions become delinquentwill promptly pay when due and before any ----------- penalty or interest thereon may be added thereto, all real estate taxes, personal property taxes, general and special assessments, water and rates, sewer rents and chargesother charges now or hereafter levied against the Premises or any part thereof, and also any and all license fees, all 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 PropertyPremises, together with any penalties or interest on any of the foregoing (the"Impositions"), and all other governmental levies in default thereof Mortgagee may pay the same and charges (collectively, ----------- Mortgagor will repay the "Impositions") of every kind same with interest thereon at the rate per annum specified in Section 5 hereof and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which the same shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating added to the taxation of deeds of trust or debts Obligations secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes hereby and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness be secured by this Mortgage. At the direction ; that upon request of Mortgagee, Mortgagor will exhibit to Mortgagee receipts for the payment of all Impositions prior to the date when the same shall become delinquent. Notwithstanding anything to the contrary provided herein, the Mortgagor shall be entitled to contest the amount or validity of the Impositions in accordance with the terms of the Credit Agreement. If any exemption, abatement, or reduction of any Imposition on the Premises is altered, modified, revoked, reduced, terminated or in 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 reimburse Mortgagee for charge imposed upon the Premises by reason of the loss or reduction of such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3abatement or exemption, together with any interest or penalty thereon.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor (a) Tenant shall pay, not later than one day prior to the date such Impositions become delinquent, pay all real estate taxes, assessments for local improvements, water, and storm and sanitary sewer rates and charges, licenses and permit fees, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Propertytaxes, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoevercharges, general and special, ordinary and extraordinary, foreseen unforeseen as well as foreseen, of any kind and unforeseen, nature whatsoever which shall be are assessed, levied, confirmed, imposed imposed, or become a lien upon the Premises, or against become payable during the Property Term of this Lease or any part thereofrenewal or extension thereof (the "Impositions"), payment thereof to be made before any fine, penalty, interest, or which cost may be added thereto for the nonpayment thereof; provided, however, that if by law any Imposition is payable, or may at the option of the taxpayer be paid, in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Tenant may pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as the same respectively become due and payable with respect theretoand before any fine, unless contested penalty, interest, or cost may be added thereto for the nonpayment of any such installment and interest; and provided, further, that any Imposition relating to a fiscal period of the taxing authority a portion of which is included within the Term and a portion of which is included in good faith as permitted by the Lease. Mortgagor shall deliver a period of time prior to Mortgagee [i] not more than five days commencement date hereof or after the delinquency date of each Imposition, a copy expiration of the invoice Term or any extensions thereof (for reasons other than Tenant's default hereunder) shall be adjusted between Landlord and Tenant as of the commencement date hereof or such Imposition expiration date. Forty-five (45) days prior to the expiration of the Term, Landlord shall xxxx Tenant for its pro rata share of the Impositions based upon the overlap of the last year of the Lease and the check delivered fiscal period of the taxing authorities, as reasonably estimated by Landlord, which shall not be subject to re-adjustment. Such pro rata billing shall be based upon the Impositions for payment the previous fiscal year. Tenant shall pay each such pro rata billing to Landlord within thirty (30) days of receipt thereof; and [ii] not more than 30 days after provided, however, that if the delinquency date of each Imposition, a copy Impositions for the last fiscal year of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over taxing authorities into which the Property is enacted after this date [i] deducting Term extends shall vary from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment those of the whole or any part previous fiscal year, Tenant and Landlord shall make a final adjustment at the end of the Imposition which is required to be last such fiscal year based upon the Impositions actually paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the PropertyLandlord, or the manner of collection of taxes, in and any such case, so as to affect liability of Landlord or Tenant for any such adjustment shall specifically survive the termination of this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Lease.

Impositions. 3.2.1 Except Tenant shall pay or cause to be paid Tenant's Proportionate Share of the Impositions attributable to any period during the Term before any fine, penalty, interest or cost (other than any opportunity cost as otherwise set forth a result of a failure to take advantage of any discount for early payment) may be added for nonpayment. Within thirty (30) days after receipt of written Notice of the amount of Tenant's Proportionate Share of the Impositions, Tenant shall pay such amount to Landlord. Landlord, at its expense, to the extent required or permitted by Legal Requirements, shall prepare and file all tax returns required to be filed by Landlord, and Tenant, at its expense, to the extent required or permitted by Legal Requirements, shall prepare and file all tax returns and reports required to be filed by Tenant in respect of any Imposition as may be required by any Government Agency. Provided that no Default or Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, Tenant's Proportionate Share of such refund shall be paid over to Tenant. Upon request of the other, Landlord and Tenant each shall provide such data as is maintained by the party to whom the request is made with respect to the Leased Premises as may be necessary to prepare any required returns and reports. In the event that Government Agencies classify any portion of the Leased Premises covered by this Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally be required to so file. Upon request, each party shall provide, to the extent it possesses the same, the other with cost and depreciation records necessary for filing returns for any portion of the Leased Premises so classified as personal property. Landlord shall use its best efforts to give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; PROVIDED, HOWEVER, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions. Notwithstanding the provisions of this Section, in the Leaseevent that Landlord, Mortgagor shall payin its sole discretion, not later than one day prior determines that it will deliver payment of any Impositions referred to in this Section to the date appropriate taxing or Government Agencies, then, in such event, Landlord agrees to notify Tenant of the delivery of payment of said Impositions by Landlord to the appropriate taxing or Government Agencies and the amount of Tenant's Proportionate Share of such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for so paid by Landlord to the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of appropriate taxing or adjoining the PropertyGovernment Agencies, and all other governmental levies and charges (collectively, the "Impositions") amount of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which Tenant's Proportionate Share of such Impositions paid by Landlord on account of said Impositions thereafter shall be assessed, levied, confirmed, imposed or become a lien upon or against reimbursed and paid by Tenant to Landlord on the Property next succeeding Minimum Rent payment date and shall be added to the next or any part thereof, or which shall subsequent rent thereafter to become due as Landlord elects and payable with respect thereto, unless contested in good faith shall be collectible as permitted such as Additional Rent. It is understood and agreed by the Lease. Mortgagor shall Landlord and Tenant that notwithstanding Landlord's determination pursuant to this Section to deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of said Impositions to the whole appropriate taxing or any part Government Agencies, that the obligation to pay Tenant's Proportionate Share of said Impositions during the Imposition which is required to Term of this Lease shall be the obligation of Tenant hereunder at all times whether said Impositions shall be paid by Mortgagor hereunder; Tenant directly to Landlord or [iii] changing in reimbursed to Landlord as stipulated herein if Landlord so elects. Furthermore, it expressly is understood that payment by Landlord of any way laws relating said Impositions, whether pursuant to the taxation of deeds of trust this Section or debts secured by deeds of trust or mortgage interests in the Property, or the manner Event of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from MortgageeDefault hereunder, shall pay such Imposition not be deemed to waive or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, release the obligation of Tenant to make payment for said Impositions or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, waive or the indebtedness secured by this Mortgage. At the direction release any rights of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Landlord hereunder.

Impositions. 3.2.1 Except Subject to the right of Mortgagors (or any of them) to contest an Imposition (as otherwise hereinafter defined) as set forth in the Leasebelow and subject to Section 5 below, Mortgagor Mortgagors shall pay, not later than one before the last day prior to on which the date such Impositions become delinquentsame may be paid without penalty or interest, all real estate taxes, personal property taxes, general and special assessmentssewer rents, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, municipal electric and all other municipal and governmental levies assessments, rates, charges, impositions and charges liens (collectively, the hereinafter referred to as "Impositions") of every kind which now or hereafter are imposed by law upon the Security. Subject to the contest rights hereinafter provided for, if any Imposition is not paid within the time hereinabove specified, Mortgagee shall have the right to pay the same, together with any penalty and nature whatsoeverinterest thereon, general and special, ordinary the amount or amounts so paid or advanced shall forthwith be payable by Mortgagors to Mortgagee and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a secured by the lien upon or against the Property of this Mortgage; but Mortgagors (or any part of them) may in good faith contest, at their (or its) own cost and expense, by proper legal proceedings, the validity or amount of any Imposition, on the condition that the Mortgagor(s) in question first shall deposit with Mortgagee or a mutually satisfactory escrow agent pursuant to a mutually satisfactory agreement, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Mortgagors (or any of them) are ultimately required to pay such contested item (with due credit to Mortgagors for interest which will accrue on such deposit if held by such escrow agent, Mortgagee hereby agreeing to permit such escrow agent to invest the same at Mortgagors' direction in the investments permitted under the Tax Escrow Agreement (as defined in Section 5 hereof) unless an Event of Default exists hereunder, in which event Mortgagee shall direct such investments), and on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien thereon created by the item being contested, to be sold for the nonpayment thereof, or which as shall become due and payable with respect thereto, unless contested in good faith as permitted permit an action of foreclosure or the like to be commenced by the Leaseholder of any such lien. Mortgagor In the event that there is not an escrow agent, any deposit required hereunder shall deliver be deposited with Mortgagee to be held in a service account which is non-interest bearing to the Mortgagors. Mortgagors will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of, any Imposition. Mortgagors hereby assign to Mortgagee [i] not more than five days all rights of Mortgagors now or hereafter arising in and to the refund of any Imposition and any interest thereon. If at the time of receipt of any such refund by Mortgagee there exists no Event of Default hereunder, then Mortgagee shall pay over the same to Mortgagors promptly after the delinquency date demand; if there exists an Event of each ImpositionDefault hereunder, a copy Mortgagee may apply said refund in reduction of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Indebtedness in whatever order Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3may elect.

Impositions. 3.2.1 Except Subject to the right of Mortgagor to contest an Imposition (as otherwise hereinafter defined) as set forth in the Leasebelow and subject to Section 5 below, Mortgagor shall pay, not later than one before the last day prior to on which the date such Impositions become delinquentsame may be paid without penalty or interest, all real estate taxes, personal property taxes, general and special assessmentssewer rents, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, municipal electric and all other municipal and governmental levies assessments, rates, charges, impositions and charges liens (collectively, the hereinafter referred to as "Impositions") of every kind which now or hereafter are imposed by law upon the Security. Subject to the contest rights hereinafter provided for, if any Imposition is not paid within the time hereinabove specified, Mortgagee shall have the right to pay the same, together with any penalty and nature whatsoeverinterest thereon, general and special, ordinary the amount or amounts so paid or advanced shall forthwith be payable by Mortgagor to Mortgagee and extraordinary, foreseen and unforeseen, which shall be assessedsecured by the lien of this Mortgage; but Mortgagor may in good faith contest, leviedat Mortgagor's own cost and expense, confirmedby proper legal proceedings, imposed the validity or become amount of any Imposition, on the condition that Mortgagor first shall deposit with Mortgagee or a mutually satisfactory escrow agent pursuant to a mutually satisfactory agreement, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Mortgagor is ultimately required to pay such contested item (with due credit to Mortgagor for interest which will accrue on such deposit if held by such escrow agent, Mortgagee hereby agreeing to permit such escrow agent to invest the same at Mortgagor's direction in the investments permitted under the Tax Escrow Agreement (as defined in Section 5 hereof) unless an Event of Default exists hereunder, in which event Mortgagee shall direct such investments), and on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien upon or against thereon created by the Property or any part item being contested, to be sold for the nonpayment thereof, or which as shall become due and payable with respect thereto, unless contested in good faith as permitted permit an action of foreclosure or the like to be commenced by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law holder of any government having jurisdiction over such lien. In the Property event that there is enacted after this date [i] deducting from the value of land for the purpose of taxation not an escrow agent, any lien thereon; [ii] imposing upon deposit required hereunder shall be deposited with Mortgagee the payment of the whole or any part of the Imposition to be held in a service account which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice non-interest bearing to Mortgagor. 3.3Mortgagor will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of, any Imposition. Mortgagor hereby assigns to Mortgagee all rights of Mortgagor now or hereafter arising in and to the refund of any Imposition and any interest thereon. If at the time of receipt of any such refund by Mortgagee there exists no Event of Default hereunder, then Mortgagee shall pay over the same to Mortgagor promptly after demand; if there exists an Event of Default hereunder, Mortgagee may apply said refund in reduction of the Indebtedness in whatever order Mortgagee may elect.

Impositions. 3.2.1 Except Tenant shall pay to Landlord as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior additional rent an amount equal to the date such Impositions become delinquent, all general real estate taxes, personal property taxes, general taxes and special assessments, water if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and sewer rents and chargespayable after the expiration of the Lease Term; provided, license feeshowever, that Landlord shall pay all charges which may such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be imposed reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the use second installment of vaults2005 and the first installment of 2006 when said tax bills become due, chutesnotwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition. Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, water rates and all other governmental levies impositions, ordinary and charges (collectivelyextraordinary, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall accrue or may be assessed, levied, confirmedassessed or imposed upon the Premises, imposed or become a lien upon or against the Property or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall become be required to pay, accruing or becoming due and payable with respect thereto, unless contested in good faith during the term of this Lease (such real estate taxes and water bills are hereafter referred to as permitted by the Lease“Impositions”). Mortgagor Tenant shall deliver to Mortgagee [i] not more than five days after the delinquency date provide Landlord evidence of each Imposition, a copy payment of the invoice for such Imposition and Impositions within three (3) days of Landlord’s request therefor. If at any time during the check delivered for payment thereof; and [ii] not more than 30 days after term of this Lease the delinquency date method of each Imposition, a copy taxation prevailing at the commencement of the official receipt evidencing such payment term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other proof of payment satisfactory income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from extent that they are so measured or based, shall be deemed to be included within the value of land term Impositions for the purpose purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of taxation any lien thereon; [ii] imposing upon Mortgagee Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the whole taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any part leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the Imposition which is required foregoing; (ii) levied upon or with respect to be paid the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Mortgagor hereunderTenant of the Premises or any portion thereof; or [(iii] changing in ) levied upon this transaction or any way laws relating document to the taxation of deeds of trust which Tenant is a party creating or debts secured by deeds of trust transferring any interest or mortgage interests an estate in the PropertyPremises. Upon demand by Landlord, or the manner Tenant shall furnish Landlord satisfactory evidence of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3payment thereof.

Impositions. 3.2.1 Except as otherwise set forth All payments to be made by Borrower under the Receivables Loan Documents shall be free of expense to Lender and to FPSI with respect to the amount of any Impositions, all of which Impositions Borrower assumes and shall pay when due pursuant to the laws of each of Mexico and the United States of America, and in the Lease, Mortgagor shall pay, not later than one day all events prior to the date on which penalties apply, in addition to the other payments provided for in the Receivables Loan Documents to be made by it. Borrower's Obligation to pay Impositions shall likewise include the Obligation to pay any increase to Lender or FPSI in tax imposed by Mexico or the United States of America (or any political subdivisions of either) as a result of inclusion in income of Lender of any amount required by this paragraph 6.1(g) to be paid to or for Lender or FPSI. In that regard, but without limiting the generality of the foregoing, the Basic Interest, the Default Rate, the Receivables Loan Fee, the Custodial Fee, the Availability Fee, any prepayment premiums and any other amounts payable under the Receivables Loan Documents on which Impositions may be imposed shall be "grossed up" by any such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for imposed, in the use way of vaultswithholding payments or otherwise, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days so that after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee taking into account the payment of such Impositions, Lender and FPSI receive, at the whole or any part times and frequencies required under the Receivables Loan Documents, the same amount of interest and other amounts as it would receive had such Impositions not been imposed. Borrower shall promptly make such withholding payments to the Mexican and United States of America taxing authorities, shall obtain receipts from such authorities as to the making of such withholding payments, shall supply Lender with true and correct copies of such receipts within five (5) Business Days following receipt thereof and shall in all other respects comply with all applicable Mexican and United States of America tax laws with respect to the making of such Imposition payments. FPSI is hereby expressly made a third-party beneficiary of the Imposition which is required provisions of this paragraph and shall have the right to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests enforce this paragraph against Borrower in the Property, or the same manner of collection of taxes, in any such case, so as if FPSI were a party to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Agreement.

Impositions. 3.2.1 Except as otherwise set forth in the LeaseTenant shall reimburse Landlord for (or, Mortgagor shall payif requested by Landlord, not later than one day will pay or cause to be paid prior to the date such Impositions become delinquentdelinquency) all sales, all real estate excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes, personal property taxeslevies, general and special assessmentsfees, water and sewer rents and charges, license feessurcharges, all charges assessments or penalties which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front arise out of or adjoining are attributable to this Lease or which are imposed upon Landlord or the Leased Property because of the ownership, leasing, occupancy, sale, development or operation of the Leased Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, during the Term or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver relate to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is are required to be paid during the Term by Mortgagor hereunderthe terms of any of the Permitted Encumbrances (collectively, herein called the "Impositions"), excluding only (and in every case) Excluded Taxes. If Landlord requires Tenant to pay any Impositions directly to the applicable taxing authority or other party entitled to collect the same, Tenant shall furnish Landlord with receipts showing payment of such Impositions and other amounts prior to delinquency; except that Tenant may in good faith by appropriate proceedings contest the validity, applicability or [iii] changing amount of any asserted Imposition, and pending such contest Tenant shall not be deemed in default of this subparagraph 9(p) (or subparagraph 9(t)) because of the contested Imposition if (1) 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 $1,000,000 because of the contested Imposition (2) Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to Landlord, and (3) 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 way laws relating event each such contest shall be concluded and the Impositions, penalties, interest and costs shall be paid prior to (i) any Designated Payment Date on which neither Tenant nor any Applicable Purchaser purchases the Leased Property pursuant to the taxation Purchase Agreement for a net price to Landlord (when taken together with any additional payments made by Tenant pursuant to Paragraph 2(a)(ii) of deeds of trust or debts secured by deeds of trust or mortgage interests the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) of not less than Stipulated Loss Value, (ii) the date any criminal action may be instituted against Landlord or its directors, officers or employees because of the nonpayment thereof or (iii) the date any writ or order is issued under which any property owned by Landlord (including the Leased Property) may be seized or sold or any other action may be taken against Landlord or any property owned by Landlord because of the nonpayment thereof. As used herein, "Impositions" shall include real estate taxes imposed because of a change of use or ownership of the Leased Property, including, to the extent attributable to the term of this Lease or the manner of collection of taxesany prior period, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar real estate taxes imposed on Mortgagee relating to because of a change in use or ownership after the Secured Obligations, Note, term of this Mortgage, Lease expires or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3is terminated.

Impositions. 3.2.1 Except The Sublessee shall be responsible to timely pay as otherwise set forth required by the Master Lease all Impositions arising during the Term of this Sublease relating to this Sublease, the Subleased Premises and/or the Sublessee’s use or occupancy of the Subleased Premises, under Section 9(a) of the Master Lease but only however with respect to the Subleased Premises (but not as to the Sublessor) or as it relates to the Sublessee and not the Sublessor (accordingly all references therein to “Tenant” shall be changed to “Sublessee”); provided however that the Sublessee shall not be responsible for (1) the mortgage recording tax relating to the Minnesota Premises referred to in Section 9(a)(v) of the Master Lease, (2) any transfer taxes due in connection with a sale or transfer of the Subleased Premises or any of the Other Premises, (3) any mortgage registration tax or fee; (4) any franchise, income, excess profits or other taxes of the Sublessor (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Subleased Premises, which, if it were in effect, would be payable by the Sublessee under the provisions hereof or by the terms of such tax, assessment or charge) and (5) any Impositions due under Section 9(a)(iv) of the Master Lease which would not customarily be considered real estate taxes relating to the Subleased Premises. Sublessee shall also be required to make the Escrow Payments relating only to the Subleased Premises, if required by Section 9(b) of the Master Lease, and if the Sublessee makes such Escrow Payments relating only to the Subleased Premises, then such Escrow Payments made by Sublessee shall be credited to the obligation of the Sublessee to pay such Impositions. Notwithstanding anything contained herein to the contrary, in the Lease, Mortgagor shall pay, not later than one day event any Impositions accrue prior to the date such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use Term of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become this Sublease but are not due and payable until after the Commencement Date, such Impositions shall be payable by the Sublessor on a prorata basis based on the number of days such Impositions accrued before the Commencement Date, it being understood that the Sublessee shall be responsible for the amounts set forth above accruing after the Commencement Date. The Sublessor represents and warrants that to the best of the Sublessor’s knowledge attached hereto as Exhibit E is a Schedule of all the material expenses that were due and payable by the Sublessor with respect thereto, unless contested in good faith as permitted to the operation of the Subleased Premises for the past two (2) years other than Base Rent under the Master Lease and insurance premiums paid by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Sublessor.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor If any refund shall pay, not later than one day prior be due from any taxing authority or other persons entitled to the date receipt of the Impositions with respect to any Imposition paid by Tenant, the same shall be paid over to and retained by Tenant unless an Event of Default shall have occurred hereunder and be continuing, in which case such Impositions become delinquentrefund shall be paid over to and retained by Landlord. Any such funds retained by Landlord due to an Event of Default shall be applied as provided in Article 17. Landlord and Tenant shall, each upon a request by the other, provide such information as is maintained by the party to whom the request is made with respect to the Property as may be reasonably necessary to prepare any required returns or reports. If any governmental agency or authority classifies any property covered by this Lease as personal property, Tenant shall file all real estate taxes, personal property taxestax returns in such jurisdictions where it may legally so file. Landlord, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for to the use of vaults, chutes, areas and other space beyond extent it possesses the lot line and abutting the public sidewalks in front of or adjoining the Propertysame, and all Tenant, to the extent it possesses the same, will provide to the other governmental levies party, promptly upon request, cost and charges (collectivelydepreciation records reasonably necessary for filing returns for any property so classified as personal property. If Landlord is legally required to file any personal property tax returns, the "Impositions") Landlord shall provide Tenant with copies of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable assessment notices with respect theretothereto in sufficient time for Tenant to file a protest with respect thereto if it so elects pursuant to Article 13. If no monetary Event of Default is then continuing, unless contested Tenant may at its option and sole cost and expense, upon Notice to Landlord, protest, appeal or institute such other proceedings as Tenant reasonably may deem appropriate to effect a reduction of any Imposition so long as such action is conducted in good faith as permitted and with due diligence. In such event, Landlord, at Tenant's sole cost and expense, shall fully cooperate with Tenant in such protest, appeal, or other action, provided that Landlord incurs no liability thereby. Tenant hereby agrees to indemnify, defend, protect, save and hold Landlord harmless from and against any and all losses, demands, claims, obligations and liabilities against or incurred by Landlord in connection with such protest, appeal or other proceeding. Billxxxx xx Landlord to Tenant for reimbursement of personal property taxes shall be accompanied by copies of a bill xxxrefor and evidence of payment thereof which identify the Lease. Mortgagor shall deliver personal property with respect to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing which such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3has been made.

Impositions. 3.2.1 Except as Before interest or penalties are due thereon and otherwise set forth in ----------- before the Lease, Mortgagor same shall pay, not later than one day prior to the date such Impositions become delinquent, the Company shall pay and discharge, or cause to be paid or discharged, all taxes of every kind and nature (including real estate and personal property taxes on the Mortgaged Property, income, franchise, withholding, profits and gross receipts taxes, personal property any tax imposed directly or indirectly on Mortgagee (but not including income taxes) with respect to the Mortgaged Property or this Mortgage, the value of the equity of Mortgagor and/or the Company therein, or the indebtedness evidenced by the Reimbursement Agreement), all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments, levies, permits, inspection and license fees, all mortgages and other liens which may be permitted by Mortgagee, all water and sewer rents and charges, license feesor payments in lieu of such taxes, all charges which may be imposed for the use of vaults, chutes, areas assessments or water and other space beyond the lot line sewer rents and abutting the public sidewalks in front of or adjoining the Propertycharges, and all other governmental levies charges and charges liens whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against Mortgagor and/or the Company or any of the Mortgaged Property or arising in respect of the occupancy, use or possession thereof; provided, however, that if by law any of the foregoing may be paid in installments (collectivelywhether or not interest shall accrue on the unpaid balance thereof the Company may pay the same in installments (together with interest accrued on the unpaid balance thereof as the same respectively become due, before any fine, penalty or cost attaches thereto. The Company shall comply in all respects with all agreements, mortgages, covenants, and restrictions now or hereafter affecting the Realty or Improvements; provided, however, that the Company's failure to so comply shall not constitute an Event of Default hereunder if such failure would not have a material adverse effect on Mortgagor, the Company or the Mortgaged Property. The obligations referred to in this Section are hereinafter collectively referred to as the "Impositions". If the Company shall fail to timely pay or perform any of the Impositions, Mortgagee may, after having given twenty (20) days' prior notice to the Company, pay or perform the same, and add the amount so paid or the cost incurred to the indebtedness evidenced by the Reimbursement Agreement, and all such amounts shall on demand be due and payable, together with interest thereon from the date of every kind such demand at the rate set forth in the PNC Loan Documents. Nothing in this Section 3 shall require the payment or discharge of any Imposition so long as the Company shall, after complying with each of the following conditions, in good faith and nature whatsoeverat its own expense, general contest the same or the validity thereof by appropriate legal proceedings diligently pursued. Before commencing any such proceedings, the Company shall: (i) notify Mortgagee in writing of its intent to do so; (ii) ascertain that such proceedings will operate to prevent the collection thereof or other realization thereon and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed the sale or become a lien upon or against forfeiture of the Mortgaged Property or any part thereofthereof to satisfy the same; and (iii) provide security reasonably satisfactory to Mortgagee assuring the discharge of the Company's obligation under this Section 3 and of any additional interest, charge, penalty, or which expense arising from or incurred as a result of such contest. Notwithstanding the foregoing, if at any time payment of any Imposition shall become due and payable with respect thereto, unless contested in good faith as permitted by necessary to prevent a lien foreclosure sale of the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date Mortgaged Property or any portion thereof because of each nonpayment of such Imposition, a copy of then the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, Company shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating the same in sufficient time to prevent the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3foreclosure sale.

Impositions. 3.2.1 Except as otherwise set forth As used in this Lease the Leaseterm “impositions” refers to all levies, Mortgagor shall paytaxes (including sales taxes and gross receipt taxes) and assessments, not later than one day prior which are applicable to the date such Impositions become delinquent, all real estate taxes, personal property taxes, general Term and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the PropertyPremises, and all other governmental levies and charges (collectivelywhich are imposed by any authority or under any law, the "Impositions") of every kind and nature whatsoeverordinance or regulation thereof, general and specialor pursuant to any recorded covenants or agreements, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against with respect to the Property Premises or any part thereof, or which any improvements thereto. Tenant shall become due pay to Landlord with the monthly payment of Minimum Rent any imposition imposed directly upon this Lease or the Rent (defined in Section 7(g)) or amounts payable by any subtenants or other occupants of the Premises, or against Landlord because of Landlord’s estate or interest herein. Tenant shall pay to the local real estate tax office all real estate taxes and payable with respect theretoassessments and shall furnish to Landlord, unless contested not later than 10 days prior to the last day they may be paid without penalty, receipts or other evidence of payment thereof reasonably satisfactory to Landlord. Landlord or Tenant at their respective options shall have the right to contest any imposition, provided such contest does not operate to postpone payment of such taxes, is conducted in good faith as permitted by and in accordance with Applicable Law and that such contest will not cause a lien to be placed on the LeasePremises. Mortgagor Any such contest shall deliver to Mortgagee [i] not more than five days after be done on a contingency fee basis and the delinquency date of each Imposition, a copy cost of the invoice for such Imposition and contest shall be paid from the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law proceeds of any government having jurisdiction over contest award. Notwithstanding whether Landlord or Tenant commences contest of any imposition, Landlord or Tenant shall be entitled to the Property is enacted after this date [i] deducting from proceeds or benefit thereof according to the value of land extent to which the parties are responsible for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole such imposition under this Lease. Nothing herein contained shall be interpreted as requiring (a) Tenant to pay any federal, state or local income, franchise, gift, transfer, excise, estate, inheritance, excess profits, or corporate capital stock tax imposed or assessed upon Landlord, unless such tax or any similar tax is levied or assessed in lieu of all or any part of the Imposition which is required any imposition or an increase in any imposition; or (b) Tenant to be paid by Mortgagor hereunder; or [iii] changing in responsible for any way laws relating imposition that is not related to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in Premises and the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Term.

Impositions. 3.2.1 Except TransAct shall pay and discharge, as otherwise set forth in soon as the Lease, Mortgagor same shall pay, not later than one day prior to the date such Impositions become delinquentdue and payable, all real estate taxes, personal property taxes, general and special or general, ordinary or extraordinary, assessments, water and sewer rents and chargesrents, charges for public utilities, excises, levies, license and permit fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed upon or become due and payable or become a lien upon or against the Leased Property or any part thereof, including any building and improvements which may hereafter be placed or which shall become due and payable with respect theretoerected thereon, unless contested or on the sidewalks or streets in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy front of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Impositionsame by any federal, a copy of the official receipt evidencing such payment state, municipal or other proof governmental or public authority under existing law or practice, or under any future law or practice (all such real property taxes, assessments, rents, rates, excises, levies and charges being hereinafter referred to as “Impositions”). If, at any time during the term of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over this Lease, the Property is enacted after this date [i] deducting from the value of land for the purpose present method of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of shall be changed so that the whole or any part of the Imposition which is said Impositions shall be transferred to the rentals received from the said real estate, TransAct covenants and agrees to pay such Impositions, whether levied on said real estate in whole or in part, or against said rentals in whole or in part, it being the intent of the parties that TransAct shall pay the Impositions assessed, levied or imposed upon the Leased Property, as above expressed, but not inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit taxes or an equivalent, and TransAct agrees to protect and save Bxxxx harmless against any such Impositions. If any assessments may be paid in installments, however, TransAct shall be required to be pay only such installments as become due and payable during the term of this Lease and at the time each such installment becomes due and payable. Upon Bxxxx’s written request, copies of all receipted tax and similar bills paid by Mortgagor hereunder; or [iii] changing in any way laws relating TransAct shall be sent promptly to Bomax. Impositions for periods during which this Lease terminates shall be apportioned as of termination of the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Lease Term.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor The Tenant shall pay, not later than one day prior directly to the date such Impositions become delinquentauthority charged with the collection thereof, all real estate taxes, personal property taxes, general and special betterment assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies impositions, ordinary and charges (collectivelyextraordinary, the "Impositions") general and special, of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseenas well as any payments in lieu of taxes, which shall may be levied, assessed, leviedcharged or imposed during the Term of this Master Lease (prorated for any partial year) upon the Property, confirmed, imposed or become a lien upon or against the Property or any part thereof, or upon any improvements at any time situated thereon (such taxes, payments and installments of assessments being hereinafter together referred to as “Impositions”) for each tax or installment period wholly included in the Term, all such payments to be made not less than five (5) days prior to the last date on which the same may be paid without interest or penalty. Notwithstanding the foregoing, in the event that the Landlord shall become due at any time be required to escrow or reserve for payment of Impositions under any Mortgage Loan, the Tenant shall pay, as an Imposition hereunder, such monthly or other periodic deposits as are required of the Landlord to fund the applicable escrow or reserve, and payable the Tenant shall be deemed to have discharged, to the extent of such deposits, its obligation to pay the Impositions for which such escrow or reserve has been established and funded. Tenant, at its sole cost and expense, in its own name or in the name of the Landlord, may contest the validity or amount of any Impositions relating to all or any portion of the Property, in which event the Tenant may (i) make such payment under protest or (ii) if postponement of such payment will not jeopardize the Landlord’s title to the Property or subject the Landlord or the Tenant to the risk of any criminal liability or civil penalty or cause a default under the Mortgage Loan, the Tenant may postpone the same, provided the Tenant posts security therefor in amounts and in form satisfactory to the Landlord. As may be necessary or desirable, each of the Tenant or the Landlord, as applicable, upon the request of the other, shall use its best reasonable efforts to assist in any such proceeding to contest the validity or amount of any Impositions. Either party paying Impositions shall be entitled to recover, receive and retain for its own benefit all abatements and refunds of such Impositions unless previously reimbursed by the other party with respect thereto. Nothing contained in this Section 5.2, unless however, shall be construed to allow any such contested in good faith as permitted by the Lease. Mortgagor Impositions to remain unpaid for a length of time which shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in permit the Property, or any part thereof, to be sold by any governmental authorities for the manner non-payment of collection such Impositions. The Tenant shall promptly furnish the Landlord with copies of taxesall notices, appeals, pleadings, motions and orders in any proceedings commenced with respect to such casecontested Impositions. The Tenant agrees to hold the Landlord harmless from all costs and expenses incurred on account of the Tenant’s participation in such proceedings or as a result of the Tenant’s failure to pay any Impositions or other related charges with respect to the Property. The Landlord shall promptly furnish to the Tenant a copy of any notice of any Impositions received by the Landlord. If the Tenant fails to make any payment referred to in this Section 5.2 when due pursuant to the terms hereof, so as or if later upon resolution of a contest allowed pursuant to affect the terms of this Mortgage or Section 5.2, the Secured ObligationsLandlord shall have the right after five (5) days Notice to the Tenant to make any such payment on behalf of the Tenant and charge the Tenant therefore. Notwithstanding any provision in this Master Lease to the contrary, then Mortgagor, upon 30 days' notice from Mortgagee, the Tenant shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall not be required to pay, or reimburse Mortgagee the Landlord for, all sales taxes, intangible taxes, mortgage taxes(i) any franchise tax, gross receipts taxestax, documentary stamp taxesrevenue tax, mortgage assignment taxespremium tax, transfer taxes and similar taxes income tax or profits tax of the Landlord, or any such tax imposed after the date hereof by any federal, state, or local governmental authority or jurisdiction if such tax is determined on Mortgagee relating to the Secured Obligations, Note, this Mortgagebasis of the general assets, or the indebtedness secured by this Mortgage. At general net income or net revenue of the direction Landlord; or (ii) any estate, inheritance, devolution, succession, transfer, stamp, legacy or gift tax which may be imposed upon or with respect to any transfer of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3the Landlord’s interest in any portion of the Property.

Impositions. 3.2.1 Except as otherwise set forth in A. Subject to the Leaseprovisions of Section 9 hereof, Mortgagor the Borrower shall pay, not later than one or cause to be paid, without deduction (except such discount as may be permitted by law), defalcation or abatement, before the last day prior to on which the date such Impositions become delinquentsame may be paid without penalty or interest, all real estate taxes, personal property taxesground rents, general and special assessmentssewer rents, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other municipal and governmental levies assessments, fees (including, without limitation, license, permit, inspection, authorization and charges similar fees), taxes, rates, charges, impositions, levies, liabilities, obligations, special assessments and Liens of every kind and nature (collectively, hereinafter collectively referred to as the "Impositions") of every kind and nature whatsoeverthat now or hereafter may be imposed, general and specialsuffered, ordinary and extraordinaryplaced, foreseen and unforeseen, which shall be assessed, leviedlevied or filed at any time, confirmedupon (i) the Borrower, imposed or become a lien upon or against (ii) the Borrower's interest in the Mortgaged Property, (iii) the Mortgaged Property or any part thereofRent 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 shall become due and payable with respect thereto, unless contested by any Legal Requirement may have priority over the indebtedness secured either in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy lien or in distribution out of the invoice for 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 discharged of record and evidence of such discharge of record (satisfactory to the check delivered Lender) shall be forwarded to the Lender on or before the date required hereunder for payment thereof; and [ii] not more than 30 days after the delinquency date of each such Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of Imposition is not paid within the time hereinabove specified, the Lender shall have the right, but not the obligation, to pay the same, together with any government having jurisdiction over penalty and interest thereon, and any amount so paid or advanced by the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment Lender and all costs and expenses reasonably incurred in connection therewith (including, without limitation, attorneys' fees and expenses and court costs), shall be a demand obligation of the whole or any part Borrower to the 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 Imposition which is required to be Borrower secured thereby and, if not paid by Mortgagor hereunder; or [iii] changing in any way laws relating within ten (10) days after demand, shall thereafter, to the taxation extent permitted by applicable law, bear interest at the Advances Rate until the date of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3payment.

Impositions. 3.2.1 Except as otherwise set forth in the Master Lease, Mortgagor Trustor shall pay, not later than one day prior to the date such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the LeaseLoan Agreement. Mortgagor Trustor shall deliver to Mortgagee Beneficiary [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to MortgageeBeneficiary. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee Beneficiary the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor Trustor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage Deed of Trust or the Secured Obligations, then MortgagorTrustor, upon 30 days' notice from MortgageeBeneficiary, shall pay such Imposition or reimburse Mortgagee Beneficiary therefor. 3.2.2 Mortgagor Trustor shall pay, or reimburse Mortgagee Beneficiary for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee Beneficiary relating to the Secured Obligations, Note, this MortgageDeed of Trust, or the indebtedness secured by this MortgageDeed of Trust. At the direction of MortgageeBeneficiary, Mortgagor Trustor shall pay or reimburse Mortgagee Beneficiary for such taxes 30 days after Mortgagee Beneficiary gives notice to MortgagorTrustor. 3.3

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall (a) Tenant covenants and agrees to pay, not later than one day prior to during the date such Impositions become delinquentTerm, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and chargesutility bills referred to in Paraxxxxx 0, license xxxxxx xxxhting, excise levies, licenses, permits, inspection fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, governmental charges; and all other governmental levies and charges (collectively, the "Impositions") or burdens of every whatsoever kind and nature whatsoever(including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Premises are subject incurred in the use, occupancy, operation, leasing or possession of the Premises (excluding any income taxes on the Fixed Rent imposed on Landlord, it being the intent of the parties hereto that any tax on the net income derived from the Fixed Rent payable in respect to the Premises imposed by any governmental authority shall be paid by Landlord), without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general and or special, ordinary and or extraordinary, foreseen and or unforeseen, which at any time during the Term may be payable. Tenant shall pay all special (or similar) assessments or installments thereof (including interest thereon) for public improvements or benefits which, during the Term shall be laid, assessed, levied, confirmed, levied or imposed upon or become a lien upon or against the Property Premises and which are payable during the Term, or any part portion thereof; provided, however, that if by law any special assessment is payable or, at the option of the party obligated to make such payment, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Premises, or any portion thereof, or which shall become are due and payable with respect thereto, unless contested in good faith as permitted by during the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this MortgageTerm. At the direction end of Mortgageethe Term of the Lease, Mortgagor shall Tenant's obligation to pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3shall be prorated in the event the tax period and the Term are not coextensive.

Impositions. 3.2.1 Except as otherwise set forth in Commencing upon the LeaseCommencement Date, Mortgagor Tenant shall pay, not later than one day prior to the date such Impositions become delinquentas and when due, all real estate taxes, personal property taxes and other ad valorem and non ad valorem taxes, general and special assessmentsany other levies, water and sewer rents and charges, license feeslocal improvement rates, all charges which may be imposed for impositions and assessments whatsoever assessed or charged against the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Demised Property, the equipment and all other governmental levies improvements therein contained, and charges including any amounts assessed or charged in substitution for or in lieu of any such taxes (collectively, ”Impositions”), levied or assessed against the "Demised Property by any lawful authority for each calendar year or portion thereof during the period between the Commencement Date and the expiration of the Term. Landlord shall request the tax assessor or the Department of Revenue, if centrally assessed, to send all xxxx(s) and any trim notice (i.e., notice of the assessed value of the property of which the Demised Property is a part) for Impositions directly to Tenant and Tenant agrees to be responsible to pay the Impositions directly to the taxing authorities prior to any delinquency. If applicable, Tenant shall make any required filings with the Department of Revenue and provide Landlord with copies of such filings. If any Impositions may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositions") of every kind and nature whatsoever), general and special, ordinary and extraordinary, foreseen and unforeseen, which Tenant shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which required to pay only such installments as shall become due and payable with respect thereto, unless contested in good faith as permitted during the Term of this Lease. In the event that the tax xxxx(s) and/or trim notice are not sent by the Leasetaxing authorities directly to Tenant, Landlord shall provide Tenant with all such tax xxxx(s) and/or trim notice promptly upon Landlord’s receipt thereof. Mortgagor Any rebates, refunds, or abatements of Impositions received by Landlord subsequent to payment of Impositions by Tenant shall deliver be refunded to Mortgagee [i] Tenant within thirty (30) days of receipt thereof by Landlord (less, if Landlord contested such Impositions at Tenant’s request, Landlord’s reasonable costs and expenses of procuring such rebate, refund, or abatement). Tenant shall provide Landlord with paid tax receipts or, if not more than five days after the delinquency date of each Impositionavailable, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory reasonably acceptable to Mortgagee. If any law of any government having jurisdiction over Landlord, on or before five (5) business days before the Property is enacted after this date [i] deducting from that the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required Impositions would be deemed to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating delinquent (i.e., the date that penalties would start to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3accrue).

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall Grantor will pay, not later than one five (5) days before the last day prior to on which the date such Impositions become delinquentsame may be paid without penalty or interest, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other municipal and governmental levies assessments, rates, charges, impositions and charges liens (collectively, the hereinafter referred to as "Impositions") of every kind which now or hereafter are imposed by law or contract upon the Security, whether relating directly to the Security or to property adjoining or abutting the Security. If any Imposition is not paid within the time hereinabove specified, Beneficiary shall have the right to pay the same, together with any penalty and nature whatsoeverinterest thereon, general and special, ordinary the amount or amounts so paid or advanced shall forthwith be payable by Grantor to Beneficiary and extraordinary, foreseen and unforeseen, which shall be assessedsecured by the lien of this Deed of Trust; but Grantor may in good faith contest, leviedat Grantor's own cost and expense, confirmedby proper legal proceedings, imposed the validity or become a amount of any Imposition, on the condition that Grantor shall deposit with Beneficiary, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Grantor is ultimately required to pay such contested item, and on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien upon or against thereon created by the Property or any part item being contested, to be sold for the nonpayment thereof, or which as shall become due and payable with respect theretopermit an action, unless contested in good faith as permitted either of foreclosure or otherwise, to be commenced by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law holder of any government having jurisdiction over the Property is enacted after this date [i] deducting such lien. Grantor will not claim any credit on, or make any deduction from the value Indebtedness by reason of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of any Imposition. Grantor hereby assigns to Beneficiary all rights of Grantor now or hereafter arising in and to the whole or refund of any part Imposition and any interest thereon. If following receipt of any such refund by Beneficiary, there exists no Event of Default (as hereinafter defined) hereunder, then Beneficiary shall pay over the same to Grantor promptly after demand; if there exists an Event of Default hereunder, Beneficiary may apply said refund in reduction of the Imposition which is required Indebtedness in whatever order Beneficiary may elect. Any such reduction of the Indebtedness by Beneficiary pursuant to this Section 4 shall not be paid by Mortgagor hereunder; or [iii] changing in subject to any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3prepayment penalty.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall (a) Tenant covenants and agrees to pay, not later than one day prior to during the date such Impositions become delinquentTerm, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and chargesutility bills referred to in Paraxxxxx 0, license xxxxxx xxxhting, excise levies, licenses, permits, inspection fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Propertygovernmental charges, and all other governmental levies and charges (collectively, the "Impositions") or burdens of every whatsoever kind and nature whatsoever(including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Premises are subject incurred in the use, occupancy, operation, leasing or possession of the Premises (excluding any income taxes on the Fixed Rent imposed on Landlord, it being the intent of the parties hereto that any tax on the net income derived from the Fixed Rent payable in respect to the Premises imposed by any governmental authority shall be paid by Landlord), without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general and or special, ordinary and or extraordinary, foreseen and unforeseenor unforseen, which at any time during the Term may be payable. Tenant shall pay all special (or similar) assessments or installments thereof (including interest thereon) for public improvements or benefits which, during the Term shall be laid, assessed, levied, confirmed, levied or imposed upon or become a lien upon or against the Property Premises and which are payable during the Term, or any part portion thereof; provided, however, that if by law any special assessment is payable or, at the option of the party obligated to make such payment, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Premises, or any portion thereof, or which shall become are due and payable with respect thereto, unless contested in good faith as permitted by during the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this MortgageTerm. At the direction end of Mortgageethe Term of the Lease, Mortgagor shall Tenant's obligation to pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3shall be prorated in the event the tax period and the Term are not coextensive.

Impositions. 3.2.1 Except as otherwise Subject to Tenant's right to contest set forth in Section 11.1, for any period within the LeaseTerm (with daily prorations for periods partially within the Term and 35 partially outside the Term), Mortgagor Tenant shall pay, not later than one day prior pay and discharge all Real Estate Taxes pursuant to the date such Impositions become delinquentprocedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all real estate taxes, personal property taxes, general other Impositions. Tenant shall pay all interest and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use penalties assessed by any Government on account of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front late payment of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect theretoReal Estate Taxes, unless contested in good faith such late payment was caused by (a) Landlord's failure to promptly forward to Tenant or Depository, as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Impositionapplicable, a copy of the invoice for any tax or other bill xxxated to any such Real Estate Tax received by Landlord or (b) Landlord's failure to timely pay any such Real Estate Tax after it has timely received Tenant's or Depository's payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord by Tenant), except late payment caused by Landlord's failure to remit any such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, in accordance with Tenant's reasonable instructions or Landlord's failure to promptly forward Tenant a copy of the official receipt evidencing such payment any tax or other proof of payment satisfactory bill xxxated to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the such Imposition which is required to be paid received by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxesLandlord, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, which case Landlord shall pay such Imposition interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or reimburse Mortgagee thereforescrowed, as applicable, any Imposition(s) that this Restated Lease requires Tenant to have paid or escrowed, as applicable. 3.2.2 Mortgagor Landlord shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes be entitled to any refund of any Impositions (and similar taxes imposed on Mortgagee relating penalties and interest paid by Landlord) and interest earned thereon to the Secured Obligationsextent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord's prior overpayment of such Imposition, Noteand Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the same. Tenant shall be entitled to any refund of any Impositions (and penalties and interest paid by Tenant) and interest earned thereon to the extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant's prior overpayment of such Imposition, this Mortgagewhether such refund is made during or after the Term, or and Landlord shall remit to Tenant any amounts received by Landlord on account of such overpayment promptly upon receipt of the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3same.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior Grantor will pay (if and to the date extent Grantor shall not have placed adequate funds in escrow pursuant to Section 5 below to cover such Impositions become delinquentpayment), before the last day on which the same may be paid without penalty or interest, all real estate taxes, personal property taxes, general and special assessmentssewer rents, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other municipal and governmental levies assessments, rates, charges, impositions and charges liens (collectively, the hereinafter referred to as "Impositions") of every kind which now or hereafter are imposed by law upon the Security, whether relating directly to the Security or to property adjoining or abutting the Security. If any Imposition is not paid within the time hereinabove specified, Grantee shall have the right to pay the same, together with any penalty and nature whatsoeverinterest thereon, general and special, ordinary the amount or amounts so paid or advanced shall forthwith be payable by Grantor to Grantee and extraordinary, foreseen and unforeseen, which shall be assessedsecured by the lien and security title of this Deed; but Grantor may in good faith contest, leviedat Grantor's own cost and expense, confirmedby proper legal proceedings, imposed the validity or become a amount of any Imposition, on the condition that Grantor first shall deposit with Grantee, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Grantor is ultimately required to pay such contested item, and on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien upon or against thereon created by the Property or any part item being contested, to be sold for the nonpayment thereof, or which as shall become due and payable with respect theretopermit an action, unless contested in good faith as permitted either of foreclosure or otherwise, to be commenced by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law holder of any government having jurisdiction over the Property is enacted after this date [i] deducting such lien. Grantor will not claim any credit on, or make any deduction from the value Indebtedness by reason of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of any Imposition. Grantor hereby assigns to Grantee all rights of Grantor now or hereafter arising in and to the whole or refund of any part Imposition and any interest thereon. If following receipt of any such refund by Grantee, there exists no Event of Default (as hereinafter defined) hereunder, then Grantee shall pay over the same to Grantor promptly after demand; if there exists an Event of Default hereunder, Grantee may apply said refund in reduction of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing Indebtedness in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3whatever order Grantee may elect.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior Borrower will pay or cause to the date such Impositions become delinquent, be paid all real estate taxes, personal property taxesinsurance premiums, general and special assessments, water and sewer rents and chargesrates, license feesground rents, all charges which may be imposed for the use of vaults, chutes, areas fees and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "“Impositions"”) of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall that at any time may be assessed, levied, confirmed, confirmed or imposed or that may become a lien Lien upon or against the Property Collateral, or any part portion thereof, or which shall become due and that are payable with respect thereto, unless contested in good faith as permitted by prior to delinquency, before any fine, penalty or interest may be added for non-payment and before the Leasecommencement of any action to foreclose any Lien against all or any portion of the Collateral with respect thereto. Mortgagor shall Borrower will deliver to Mortgagee [i] Lender, upon request, copies of official receipts or other satisfactory proof evidencing such payments. Borrower shall not more than five days after be entitled to any credit against the delinquency date of each Imposition, a copy Secured Obligations by reason of the invoice payment of any Imposition. Upon the occurrence of an Event of Default (hereinafter defined), and at Xxxxxx’s sole option at any time thereafter, Borrower shall pay in addition to each monthly payment under the Note, one-twelfth of the Impositions payable during each year (as estimated by Xxxxxx in its sole discretion), to be held by Lender without interest to Borrower, for the payment of such Imposition and obligations. If the check delivered 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 thereof; and [ii] not more 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 necessary to make up the deficiency within 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such notice from Lender to Borrower requesting payment or other proof of payment satisfactory to Mortgageethereof. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxesLender may apply, in any such caseamount and in any order as Lender shall determine in Xxxxxx’s sole discretion, so any Funds held by Xxxxxx at the time of application (i) to pay Impositions which are now or will hereafter become due or (ii) as to affect this Mortgage or a credit against the Secured Obligations. Upon payment in full of the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, Lender shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating refund to the Secured Obligations, Note, this Mortgage, or the indebtedness secured Borrower any Funds held by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Lender.

Impositions. 3.2.1 Except as otherwise set forth (a) Commencing with the Rental Commencement Date, all Impositions which shall thereafter be properly made, levied, assessed, or imposed by a governmental authority directly and solely upon the Leased Premises or any improvements constructed thereon for the Term of the Lease shall be the responsibility of, and paid by, Tenant; and Tenant shall save Landlord harmless from any charges, costs, expenses and/or liability therefor. Payment of Impositions shall be made directly to the taxing authority making such levy, and, if Impositions may be paid in installments, Tenant may do so. Upon request, Tenant shall deliver to Landlord copies of the Lease, Mortgagor shall pay, not later than one day official receipts of such taxing authorities or other proof evidencing timely satisfaction of Tenant's obligation to pay Impositions. Impositions attributable to the Leased Premises for the period prior to the date such Rental Commencement Date and after the Term of the Lease shall be the sole responsibility of Landlord. Landlord shall use its best efforts to cause the Leased Premises to be assessed as a separate and distinct tax lot and shall forward or cause to be forwarded any tax bills or tax-related correspondence to Tenant in a prompt and timely manner. In the event the Leased Premises and/or the Hotel are not separately assessed but are part of a single "Tax Parcel", Tenant shall pay a proportionate share of all Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for levied or assessed by the use of vaultslawful taxing authorities against the land, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, buildings and all other governmental levies and charges improvements within the Tax Parcel, which proportionate share shall be (collectivelyi) the Impositions levied with respect to such tax year against the land comprising the Tax Parcel multiplied by a fraction, the "Impositions") numerator of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested number of acres in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition Leased Premises and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date denominator of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3which

Impositions. 3.2.1 Except as otherwise set forth in The Company shall, during the LeaseLease Term, Mortgagor shall bear, pay, not later than one day prior to and discharge, before the date such Impositions become delinquentdelinquency thereof, all real estate taxes, personal property taxes, general taxes and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseenif any, which shall may be assessedlawfully taxed, charged, levied, confirmedassessed, or imposed or become a lien upon or against or be payable for or in respect of the Property Project, or any part thereof, or any improvements at any time thereon or the Company's interest in the Project under this Head Lease, including any new lawful taxes and assessments not of the kind enumerated above to the extent that the same are lawfully made, levied against real and personal property, and further including all water and sewer charges, assessments, and other governmental charges and impositions whatsoever, foreseen or unforeseen, which if not paid when due would encumber the Issuer's title to the Project (all of the foregoing being herein referred to as "Impositions"). In the event any special assessment taxes are lawfully levied and assessed which may be paid in installments, the Company shall be required to pay only such installments thereof as become due and payable with respect theretoduring the Lease Term as and when the same become due and payable. Any Impositions which the Company is required to bear, unless contested in good faith as permitted by pay, and discharge shall be remitted directly to the Lease. Mortgagor shall deliver authority which is entitled to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than . Within 30 days after the delinquency date last day for payment, without penalty or interest, of each Impositionan Imposition which the Company is required to bear, pay, and discharge pursuant to the terms hereof, the Company shall deliver to the Issuer upon its written request a reproduced copy of the official receipt evidencing such statement issued therefor duly receipted to show the payment thereof. The Company shall have the right, in its or other proof of payment satisfactory the Issuer's name, to Mortgagee. If any law contest in good faith the validity or amount of any government having jurisdiction over Imposition which the Property Company is enacted after required to bear, pay, and discharge pursuant to the terms of this date [i] deducting Section by appropriate legal proceedings provided the Company, before instituting any such contest in the Issuer's name, gives the Issuer written notice of its intention so to do and the Company diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, and promptly pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction thereof. The Company shall hold the Issuer whole and harmless from any costs and expenses the value of land for Issuer may incur related to any such contest. The Issuer covenants that it will not part with title to the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole Project or any part thereof during the Lease Term or take any other affirmative action which may reasonably be construed as tending to cause or induce the levy or assessment of ad valorem taxes on the Project. The Issuer and the Company acknowledge that under present law no part of the Imposition which is required Project will be subject to be paid ad valorem taxation by Mortgagor hereunder; the State or [iii] changing in by any way laws relating to the taxation of deeds of trust political or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3taxing subdivision thereof.

Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall paywill pay or cause to be paid, not later than one ----------- twenty (20) days before the last day prior to on which the date such Impositions become delinquentsame may be paid without penalty or interest, all real estate taxes, personal property taxes, general and special assessmentssewer rents, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other municipal and governmental levies assessments, rates, charges, impositions and charges liens (collectively, the hereinafter referred to as "Impositions") of every kind which now or hereafter are imposed by law upon the Security, whether relating directly to the Security or to property adjoining or abutting the Security. If any Imposition is not paid within the time hereinabove specified, Mortgagee shall have the right to pay the same, together with any penalty and nature whatsoeverinterest thereon, general and special, ordinary the amount or amounts so paid or advanced shall forth with be payable by Mortgagor to Mortgagee with interest thereon from the date demand is made therefor until paid at the Default Rate and extraordinary, foreseen and unforeseen, which shall be assessedsecured by the lien of this Mortgage; but Mortgagor or the Operator may in good faith contest, leviedat Mortgagor's own cost and expense, confirmedby proper legal proceedings, imposed the validity or become a amount of any Imposition, on the condition that Mortgagor first shall deposit with Mortgagee, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Mortgagor is ultimately required to pay such contested item or such other security as is reasonably acceptable to Mortgagee, and on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien upon or against thereon created by the Property or any part item being contested, to be sold for the nonpayment thereof, or which as shall become due and payable with respect theretopermit an action, unless contested in good faith as permitted either of foreclosure or otherwise, to be commenced by the Leaseholder of any such lien. Mortgagor shall deliver to Mortgagee [i] will not more than five days after the delinquency date of each Impositionclaim any credit on, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If make any law of any government having jurisdiction over the Property is enacted after this date [i] deducting deduction from the value Indebtedness by reason of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of any Imposition. Subject to the whole Hotel Management Agreement if the same is then in effect, Mortgagor hereby assigns to Mortgagee all rights of Mortgagor now or hereafter arising in and to the refund of any part Imposition and any interest thereon. If following receipt of any such refund by Mortgagee, there exists no Event of Default (as hereinafter defined) hereunder, then Mortgagee shall pay over the same to Mortgagor promptly after demand; if there exists an Event of Default hereunder, Mortgagee may apply said refund in reduction of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing Indebtedness in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse whatever order Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3may elect.

Impositions. 3.2.1 Except Tenant shall pay to Landlord as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior additional rent an amount equal to the date such Impositions become delinquent, all general real estate taxes, personal property taxes, general taxes and special assessments, water if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and sewer rents and chargespayable after the expiration of the Lease Term; provided, license feeshowever, that Landlord shall pay all charges which may such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be imposed reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less (than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the use second installment of vaults2005 and the first installment of 2006 when said tax bills become due, chutesnotwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, areas Tenant shall not less than five (5) days prior to the due date pay as additional rent any and other space beyond the lot line all special taxes and abutting the public sidewalks in front of or adjoining the Propertyassessments, water rates and all other governmental levies impositions, ordinary and charges (collectivelyextraordinary, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall accrue or may be assessed, levied, confirmedassessed or imposed upon the Premises, imposed or become a lien upon or against the Property or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall become be required to pay, accruing or becoming due and payable with respect thereto, unless contested in good faith during the term of this Lease (such real estate taxes and water bills are hereafter referred to as permitted by the Lease“Impositions”). Mortgagor Tenant shall deliver to Mortgagee [i] not more than five days after the delinquency date provide Landlord evidence of each Imposition, a copy payment of the invoice for such Imposition and Impositions within three (3) days of Landlord’s request therefor. If at any time during the check delivered for payment thereof; and [ii] not more than 30 days after term of this Lease the delinquency date method of each Imposition, a copy taxation prevailing at the commencement of the official receipt evidencing such payment term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other proof of payment satisfactory income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from extent that they are so measured or based, shall be deemed to be included within the value of land term Impositions for the purpose purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of taxation any lien thereon; [ii] imposing upon Mortgagee Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the whole taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any part leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the Imposition which is required foregoing; (ii) levied upon or with respect to be paid the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Mortgagor hereunderTenant of the Premises or any portion thereof; or [(iii] changing in ) levied upon this transaction or any way laws relating document to the taxation of deeds of trust which Tenant is a party creating or debts secured by deeds of trust transferring any interest or mortgage interests an estate in the PropertyPremises. Upon demand by Landlord, or the manner Tenant shall furnish Landlord satisfactory evidence of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3payment thereof.

Impositions. 3.2.1 In the event that any general and special taxes, assessments and governmental charges of any kind and nature whatsoever (collectively "taxes") are lawfully levied against the Premises and/or the improvements thereon and are applicable to any year during the Term, Tenant agrees to pay such taxes, prior to the due date of any tax payment. In addition, Tenant shall pay upon demand any reasonable fees, expenses and costs incurred by Landlord in protesting any assessments, levies or the tax rate. Tenant shall provide Landlord with evidence of payment of taxes promptly after the payment date for such tax payment. If at any time during the Term of this Lease, the present method of taxation shall be changed so that in lieu of or in addition to the whole or any part of any taxes, assessments or governmental charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such Rents for the present or any future building on the land which comprises the Premises, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term "taxes" for the purposes hereof. Except as otherwise set forth in the Leasepreceding sentence, Mortgagor "taxes" shall not include any excise, inheritance, estate, succession, transfer, income, gift, franchise or capital stock tax levied upon Landlord nor shall "taxes" include any fees or charges arising from the late payment of taxes unless Tenant failed to make its payment due hereunder as required. Tenant will, at Tenant's own cost and expense, bear, pay, not later than one day and discharge prior to the date such Impositions become delinquentdelinquency, all real estate taxes, personal property taxesassessments, general and special assessmentssewer, water and sewer rents and charges, duties, impositions, license and permit fees, all charges which may be imposed for the use public utilities of vaultsany kind, chutes, areas payments and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and or extraordinary, foreseen and or unforeseen, general or special (all of which shall are hereinafter sometimes collectively referred to as "Impositions"), which shall, pursuant to present or future law or otherwise, during the Term be levied, charged, assessed, leviedor imposed upon, confirmedor become due and payable for or with respect to, imposed or become a lien upon or against on, the Property Premises, Hangars or any part thereofother Alterations (as defined in Section 4) located thereon or therein, and any interest or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice penalties for such Imposition and the check delivered for Tenant's late payment thereof; and [ii] not more than 30 days after it being the delinquency date of each Imposition, a copy intention of the official receipt evidencing parties hereto that the Rent reserved herein shall be received and enjoyed by Landlord as a net sum free from all of such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Impositions.

Impositions. 3.2.1 In the event that any general and special taxes, assessments and governmental charges of any kind and nature whatsoever (collectively "taxes") are lawfully levied against the Premises and/or the improvements thereon and are applicable to any year during the Term, Xxxxxx agrees to pay such taxes, prior to the due date of any tax payment. In addition, Tenant shall pay upon demand any reasonable fees, expenses and costs incurred by Landlord in protesting any assessments, levies or the tax rate. Tenant shall provide Landlord with evidence of payment of taxes promptly after the payment date for such tax payment. If at any time during the Term of this Lease, the present method of taxation shall be changed so that in lieu of or in addition to the whole or any part of any taxes, assessments or governmental charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such Rents for the present or any future building on the land which comprises the Premises, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term "taxes" for the purposes hereof. Except as otherwise set forth in the Leasepreceding sentence, Mortgagor "taxes" shall not include any excise, inheritance, estate, succession, transfer, income, gift, franchise or capital stock tax levied upon Landlord nor shall "taxes" include any fees or charges arising from the late payment of taxes unless Xxxxxx failed to make its payment due hereunder as required. Tenant will, at Tenant's own cost and expense, bear, pay, not later than one day and discharge prior to the date such Impositions become delinquentdelinquency, all real estate taxes, personal property taxesassessments, general and special assessmentssewer, water and sewer rents and charges, duties, impositions, license and permit fees, all charges which may be imposed for the use public utilities of vaultsany kind, chutes, areas payments and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and or extraordinary, foreseen and or unforeseen, general or special (all of which shall are hereinafter sometimes collectively referred to as "Impositions"), which shall, pursuant to present or future law or otherwise, during the Term be levied, charged, assessed, leviedor imposed upon, confirmedor become due and payable for or with respect to, imposed or become a lien upon or against on, the Property Premises, Hangars or any part thereofother Alterations (as defined in Section 4) located thereon or therein, and any interest or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice penalties for such Imposition and the check delivered for Tenant's late payment thereof; and [ii] not more than 30 days after it being the delinquency date of each Imposition, a copy intention of the official receipt evidencing parties hereto that the Rent reserved herein shall be received and enjoyed by Landlord as a net sum free from all of such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Impositions.

Impositions. 3.2.1 Except as otherwise set forth (a) After the commencement of the WCMI Occupancy ----------- Period and during any Third Party Occupancy Period, in the Lease, Mortgagor shall pay, not later than one day prior addition to the date such Impositions become delinquentRent, during the Term, Ground Lessee will pay or cause to be paid, subject to the Ground Lessee's contest rights under Section 4(b) hereof, all real estate taxesImpositions imposed upon or levied or assessed against the Site or any portion thereof, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property Ground Lessor in connection with the transactions contemplated by this Ground Lease, or imposed or levied upon, assessed against or measured by any Rent or other sums payable hereunder, or any part thereofsums levied in connection with the execution, delivery or recording hereof, and will furnish to the Ground Lessor upon request copies of official receipts or other proof evidencing such payment; provided, however, that the Ground Lessee shall not be obligated to pay -------- ------- (i) any Impositions that are based upon or measured by the Ground Lessor's overall net income, or which shall become due and payable with respect theretoare in substitution for, unless contested in good faith as permitted or relieve the Ground Lessor from, any actual Imposition based upon or measured by the Lease. Mortgagor shall deliver Ground Lessor's overall net income; (ii) Impositions constituting franchise taxes imposed on Ground Lessor by the jurisdiction under the laws of which Ground Lessor is organized or qualified or any political subdivision thereof; or (iii) any Impositions attributable to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy gross negligence or willful misconduct of the invoice for such Imposition and Ground Lessor. The Ground Lessee further agrees that, subject to its rights under Section 4(b), it will, at its expense, do all things required to be done by the check delivered for Ground Lessor in connection with the levy, assessment, billing or payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which Impositions that it is required to be paid pay pursuant to the preceding sentence, and is hereby authorized by Mortgagor hereunder; or [iii] changing the Ground Lessor to act for and on behalf of the Ground Lessor in any way laws relating and all such respects and to prepare and file, on behalf of the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee forGround Lessor, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes tax returns and similar taxes imposed on Mortgagee relating reports required to be filed by the Secured Obligations, Note, Ground Lessor (other than federal income tax returns and documents related thereto) concerning the Facility. The Ground Lessee's payment and other obligations under this Mortgage, or Section 4 shall survive the indebtedness secured by termination of this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3Ground Lease.

Impositions. 3.2.1 Except as otherwise set forth in the LeaseTenant shall reimburse Landlord for (or, Mortgagor shall payif requested by Landlord, not later than one day will pay or cause to be paid prior to the date such Impositions become delinquentdelinquency) all sales, all real estate excise, ad valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes, personal property taxeslevies, general and special assessmentsfees, water and sewer rents and charges, license feessurcharges, all charges assessments or penalties which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front arise out of or adjoining 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, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver relating to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunderthe 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 Landlord requires Tenant to pay any Impositions directly to the applicable taxing authority or other party entitled to collect the same, Tenant shall furnish Landlord with receipts showing payment of such Impositions and other amounts prior to delinquency; except that Tenant may in good faith by appropriate proceedings contest the validity, applicability or [iii] changing amount of any asserted Imposition, and pending such contest Tenant shall not be deemed in default of this subparagraph (or subparagraphs t or u) because of the contested Imposition if (1) 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 Landlord, and (3) 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 way laws relating event each such contest shall be concluded and the Impositions, penalties, interest and costs shall be paid prior to the taxation date (i) any criminal action is threatened or instituted against Landlord or its directors, officers or employees because of deeds the nonpayment thereof or (ii) any writ or order is issued under which any property owned by Landlord (including the Leased Property) may be seized or sold or any other action is threatened or instituted against Landlord or any property owned by Landlord because of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor. 3.3nonpayment thereof.