Common use of Impositions Clause in Contracts

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.. -4-

Impositions. Collectively, all taxes (including, without limitation, all capital stock and franchise taxes of the Lessor, all ad valorem, sales and property, sales, use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), waterground rents, water and sewer rents, water charges or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), transfer taxes and recordation taxes imposed as a result of the conveyance of the Land to the Lessor (and/or the conveyance of the Leased Property to the Lessee pursuant to the terms of this Lease), this Lease or any extensions hereof, and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of either or both of the Leased Property or and the business conducted thereon by Lessee Rent (including all interest and penalties thereon due to any failure in payment by the Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term hereof and thereafter until the Leased Property is surrendered to the Lessor as required by the terms of this Lease, may be assessed or imposed on or in respect of or be a lien Lien upon (aA) the Lessor or the Lessor's interest in the Leased Property, (bB) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (cC) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, the Leased Property or the leasing or use of the Leased Property or any part thereof by LesseeProperty. Provided, howeverNotwithstanding the foregoing, nothing contained in this Lease shall be construed to require the Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on Lessorthe Lessor or any other Person, except the Lessee or its successors, (2) any transfer, or net revenue tax of Lessorthe Lessor or any other Person, or except the Lessee and its successors, (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by the Lessor of any the Leased Property or the proceeds thereof, or (4) any single businesstax imposed with respect to any Fee Mortgage or any Fee Mortgagee, gross receipts (other than a tax 5) except as expressly provided elsewhere in this Lease, any principal or interest on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to Encumbrance on the Leased Property, or (56) estateany portion of assessments which are assessed during the Term of this Lease and amortized over a period which extends beyond the Term of this Lease provided the Lessee (and not the Lessor) shall be responsible for that portion of the amortized assessment due and owing during the Term and any and all finance charges and/or penalties which accrue as a result of amortizing any such assessments, inheritanceincluding, gift taxes without limitation, any finance charges and/or penalties (other than penalties which accrue as a result of late payment after the expiration of the Term of this Lease) which accrue after the expiration of the Term of this Lease; provided, however, the provisos set forth in clauses (1) and (2) of this sentence shall not be applicable to the extent that any tax, assessment, tax levy or documentary transfer taxescharge which the Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (2) is levied, assessed or imposed expressly in lieu thereof. In computing the amount of any franchise tax or capital stock tax which may be or become an Imposition, the amount payable by the Lessee shall be equitably apportioned based upon all properties owned by the Lessor that are located within the particular jurisdiction subject to any such tax.

Impositions. Collectively, all civil monetary penalties, fines and overpayments imposed by state and federal regulatory authorities, all taxes (including, without limitation, all capital stock and franchise taxes of Lessor, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments, charges and costs imposed under the Permitted Exceptions, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or and/or the business conducted thereon by Lessee Rent (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoeverother fees, including reassessment, costs and expenses which at any time prior to, during or in respect of the Term hereof may be charged, assessed or imposed on or in respect of or be a lien upon (a) Lessor or Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Providedthereof; provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax stock, financial institutions or other tax) imposed on Lessor, or (2) any transfer, transfer or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any portion of the Leased Property or the proceeds thereof, or (4) except as expressly provided elsewhere in this Lease, any single business, gross receipts (other than a tax principal or interest on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to Encumbrance on the Leased Property, except to the extent that any tax, assessment, tax levy or charge which Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (52) estateis levied, inheritanceassessed or imposed expressly in lieu thereof, gift taxes or documentary transfer taxesin which case Lessee shall pay.

Impositions. Collectivelycollectively, all taxes (including, without limitation, all capital stock and franchise taxes of AL Investors II, AL Investors Development, XX XX Holdings, or any Facility Entity, all ad valorem, property, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termassessments levied by condominium associations), waterground rents, water and sewer or rents other rents and than normal utility charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public chargescharges imposed by Governmental Authorities, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee Facility (including all interest and penalties thereon due to any failure in payment by LesseeManager), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term of the Management Agreement may be assessed or imposed on or in respect of or be a lien Lien upon (a) Lessor's Facility Entities' interest in the Leased PropertyFacility, (b) the Leased Property or any part thereof, Facility or any rent or income therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, the Leased Property Facility or the leasing or use of the Leased Property or any part thereof by LesseeFacility. ProvidedNotwithstanding the foregoing, however, nothing contained in this Lease "Impositions" shall be construed to require Lessee to pay not include: (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on Lessorany Owners or Managers, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property a Facility or the proceeds thereof, or (43) any single business, gross receipts (other than a tax principal or interest on any rent received by Lessor from Lessee)Mortgage; provided, transactionhowever, privilegethe provisos set forth in clause (1) of this sentence shall not be applicable to the extent that any real or personal property tax, rent assessment, tax levy or similar taxes as charge pursuant to the same relate to first sentence of this definition and which is in effect at any time during the Term hereof is totally or are imposed upon Lessorpartially repealed, and are unrelated to the Leased Propertya tax, assessment, tax levy or charge set forth in clause (51) estateis levied, inheritance, gift taxes assessed or documentary transfer taxesimposed expressly in lieu thereof.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefitsbenefit, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), fees and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to caused by any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in with respect of to the Term hereof may be assessed or imposed on or in with respect of to or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property Property, or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, on or in connection with the Leased Property Property, or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing Nothing contained in this Lease definition of Impositions shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on LessorLessor or any other person, or (2) any transfer, or net revenue tax of LessorLessor or any other person, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent privilege or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated except to the Leased Propertyextent that any tax, assessment, tax levy or charge that Lessee is obligated to pay pursuant to the first sentence of this definition and that is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (52) estateis levied, inheritance, gift taxes assessed or documentary transfer taxesimposed expressly in lieu thereof.

Impositions. Collectively, (a) Lessee shall pay all taxes (including, without limitationbut not limited to, all ad valorem, sales and use, single business, any gross receipts, transaction privilegesales, rent real estate taxes, use and occupancy taxes, general intangibles taxes and personal property taxes (tangible and intangible), stamp taxes and all voluntary payments that may be paid or similar taxes as the same relate to or are imposed upon payable by Lessee or its business conducted upon the Leased Propertyin lieu thereof), assessments (including, without limitation, all assessments for public improvements special or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termotherwise), watertransit taxes, sewer or other rents and chargescounty taxes, excises, tax levies, fees (includingimposts, without limitationduties, vault and other license, permitrent and permit fees and other municipal and governmental impositions, inspectioncharges and withholdings, authorization general and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or and extraordinary, or foreseen or unforeseenunforeseen and of any kind and nature whatsoever, of every character in respect together with any penalty, fine, addition to tax and interest thereon (herein sometimes collectively referred to as "IMPOSITIONS" and any of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lesseesame as an "IMPOSITION"), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed assessed, levied, confirmed, charged, laid, imposed upon, or imposed on become due and payable out of or in respect of of, or be become a lien upon Lien on (ai) Lessor's interest in the Leased any Property or any part thereof, (ii) any appurtenance to any Property, (biii) the Leased construction, financing, ownership, operation, use, condition, maintenance, repair, leasing, or subleasing of the Improvements or any portion thereof, (iv) any personal property located at any Property, (v) any rent or other income received by Lessee from subtenants, licensees or other users or occupants of any Property or any part thereof, (vi) any occupancy, use or possession of any Property or any part thereof, or any rent therefrom streets, sidewalks, alleys or vaults, or any estatepart thereof, rightadjoining any Property, title or any activity conducted thereon or sales or rentals therefrom, (vii) the payment of the principal of or interest thereinor premium on, or other amounts with respect to, the Notes, or (cviii) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed otherwise with respect to the saleOperative Documents or the transactions contemplated thereby. Such payments shall be made by Lessee directly to the applicable authority and before any fine, exchangepenalty, mortgaging interest, cost or other disposition imposition shall become due or financing be imposed by operation of law. Lessee shall furnish to Lessor and Agent, promptly but in any case within ten (10) Business Days after written request by either Lessor or Agent, proof of the payment of any Leased Property Imposition which is payable by Lessee and, upon written demand of either Lessor or Agent, proof of the proceeds thereof, or (4) any single business, gross receipts (filing of all returns and other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxesmaterials required in connection therewith.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, school taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any personal property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedWithout limiting the foregoing, howeverthe term "Imposition" shall include any sales tax on rent paid under this Lease, nothing tuition or other amounts received with respect to services provided at or by the Facility, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Minnesota and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Nothing contained in this Lease shall be construed to require Lessee to pay (1) any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition disposition, or financing operation, by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, inheritance or gift taxes or documentary transfer taxes.

Impositions. Collectivelycollectively, all taxes (including, without limitation, all capital stock and franchise taxes of AL Investors Development, XX XX Holdings, or any Facility Entity, all ad valorem, property, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Termassessments levied by condominium associations), waterground rents, water and sewer or rents other rents and than normal utility charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public chargescharges imposed by Governmental Authorities, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee Facility (including all interest and penalties thereon due to any failure in payment by LesseeManager), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term of the Management Agreement may be assessed or imposed on or in respect of or be a lien Lien upon (a) Lessor's Facility Entities' interest in the Leased PropertyFacility, (b) the Leased Property or any part thereof, Facility or any rent or income therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, the Leased Property Facility or the leasing or use of the Leased Property or any part thereof by LesseeFacility. ProvidedNotwithstanding the foregoing, however, nothing contained in this Lease "Impositions" shall be construed to require Lessee to pay not include: (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on Lessorany Owners or Managers, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property a Facility or the proceeds thereof, or (43) any single business, gross receipts (other than a tax principal or interest on any rent received by Lessor from Lessee)Mortgage; provided, transactionhowever, privilegethe provisos set forth in clause (1) of this sentence shall not be applicable to the extent that any real or personal property tax, rent assessment, tax levy or similar taxes as charge pursuant to the same relate to first sentence of this definition and which is in effect at any time during the Term hereof is totally or are imposed upon Lessorpartially repealed, and are unrelated to the Leased Propertya tax, assessment, tax levy or charge set forth in clause (51) estateis levied, inheritance, gift taxes assessed or documentary transfer taxesimposed expressly in lieu thereof.

Impositions. Collectively, all taxes, including capital stock, franchise and other state taxes of Lessor (includingand, without limitationif Lessor is not HCPI, all of HCPI as a result of its investment in Lessor), ad valorem, sales and sales, use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), taxes; assessments (including, without limitation, all including assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ; ground rents; water, sewer or and other rents utility levies and charges, excises, ; excise tax levies, ; fees (including, without limitation, including license, permit, inspection, authorization and similar fees), ; and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or Property, any Capital Additions and/or the business conducted thereon by Lessee (including Rent and all interest and penalties thereon due attributable to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, Lessee which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (ai) Lessor or Lessor's interest in the Leased PropertyProperty or any Capital Additions, (bii) the Leased Property Property, any Capital Additions or any part thereof, parts thereof or any rent therefrom or any estate, right, title or interest therein, or (ciii) any occupancy, operation, use or possession of, or sales from, from or activity conducted on, on or in connection with the Leased Property Property, any Capital Additions or the leasing or use of the Leased Property Property, any Capital Additions or any part thereof by Lessee. Providedparts thereof; provided, however, that nothing contained in this Lease shall be construed to require Lessee to pay (1a) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on LessorLessor or any other Person, or (2b) any transfer, or net revenue tax of LessorLessor or any other Person except Lessee and its successors, or (3c) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property Property, any Capital Additions or the proceeds thereof, or (4d) except as expressly provided elsewhere in this Lease, any single business, gross receipts (other than a tax principal or interest on any rent received by indebtedness on the Leased Property for which Lessor from Lesseeis the obligor, except to the extent that any tax, assessment, tax levy or charge, of the type described in any of clauses (a), transaction(b), privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, (c) or (5d) estateabove is levied, inheritanceassessed or imposed in lieu of or as or as a substitute for any tax, gift taxes assessment, levy or documentary transfer taxescharge which is otherwise included in this definition of an "Imposition."

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Without limiting the foregoing, the term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Ohio and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of the Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, income or capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, school taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any personal property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedWithout limiting the foregoing, howeverthe term "Imposition" shall include any sales tax on rent paid under this Lease, nothing tuition or other amounts received with respect to services provided at or by the Facilities, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Arizona and any potential subdivision thereof relating to the Facilities or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Nothing contained in this Lease shall be construed to require Lessee to pay (1) any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition disposition, or financing operation, by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, inheritance or gift taxes or documentary transfer taxes.

Impositions. CollectivelySublessee hereby further agrees to pay on or before the due date, directly to the appropriate federal, state, local or foreign taxing authority or other Governmental Authority (a “Taxing Authority”) when required by Applicable Law to make such direct payment or, if such direct payment to a Taxing Authority by Sublessee is not required under Applicable Law, directly to Sublessor with sufficient prior notice and assistance as reasonably requested in order for Sublessor to timely cause payment before the due date (i) the Washington State business and occupation (B&O) taxes on the Basic Rent Payment, (ii) as shown on said returns and all taxes assessed, billed or otherwise payable with respect to Sublessee’s operation of the Aircraft, any part of or interest thereof, or the transactions contemplated by the Sublease Documents and the Permitted Third Party Agreements; (includingiii) all license and/or registration or filing fees, without limitationassessments, all ad valorem, sales governmental charges and use, single businessproperty, gross receiptsexcise, transaction privilege, rent value added, withholding and other taxes (including any related interest, charges or similar taxes as penalties) or other charges or fees now or hereafter imposed by any Taxing Authority, on Sublessor or any other Person in possession of the Aircraft or any part thereof, the Aircraft or any part of or interest thereof, the Rent (or other amounts payable under the Sublease Documents and the Permitted Third Party Agreements), or the transactions contemplated by the Sublease Documents and the Permitted Third Party Agreements, including any of the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior with respect to the date hereof and whether or not to be completed within the Term)landing, waterairport use, sewer or other rents and chargesmanufacturing, excisesordering, tax levies, fees (including, without limitation, license, permitshipment, inspection, authorization and similar fees)acceptance, and all other governmental or public chargesrejection, in each case whether general or specialdelivery, ordinary or extraordinaryinstallation, management, pooling, interchange, time sharing, chartering, operation, possession, use, maintenance, repair, condition, removal, registration, de-registration, abandonment, repossession, storage, return, or foreseen or unforeseen, of every character in respect other disposition of the Leased Property Aircraft or any part thereof, the business conducted thereon by Lessee Rent (including all interest or other amounts under the Sublease Documents and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (aPermitted Third Party Agreements) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or interest in any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Providedthereof; provided, however, nothing contained in this Lease Sublessor shall be construed to require Lessee to pay bear all costs associated with importing the Aircraft into the EU and the risk of the assessment of any value added taxes arising from EU operations; and (1iii) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalizationpenalties, regardless of whether denominated as an income taxcharges, franchise taxinterest, or capital stock fines, additions to tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax costs imposed with respect to any items referred to in sub- clauses (i) and (ii); the saleitems referred to in sub-clauses (i) and (ii) above being referred to herein collectively, exchangeas “Impositions”; except that “Impositions” shall expressly exclude, mortgaging and Sublessee shall have no such obligation in respect of, any of the same if (A) such tax is a property or other disposition or financing similar tax owed by Lessor or Sublessor on the ownership of the Aircraft, (B) imposed against Lessor or Sublessor and imposed on or measured by the net income, capital or net worth of Lessor or Sublessor by the jurisdiction in which Lessor or Sublessor was incorporated or formed, or in which a Lessor Party or Sublessor has a place of business, (C) imposed as a result of the manufacturing, ordering, shipment, inspection, acceptance, delivery, or registration of the Aircraft, (D) arising from the gross negligence or willful misconduct of Sublessor or a Lessor Party (unless imputed by Applicable Law), (E) arising from acts or events that occur after redelivery of the Aircraft to Sublessor or Lessor in accordance with this Sublease or the Sublease Consent or (F) imposed on Sublessor or Lessor as a result of its failure to timely make any filing or return for which Sublessor or a Lessor Party is responsible pursuant to this Section 8.2 and for which Sublessee has timely and properly paid to Sublessor all Impositions in good and immediately available funds, and has provided such information and assistance as Sublessor may reasonably require from Sublessee to enable Sublessor to fulfill its filing and return obligations (or exercise its rights with respect thereto). Sublessee will indemnify Sublessor from, and defend and hold Sublessor harmless, on an after-tax basis against, any and all such Impositions. Any Impositions which are not paid when due and which are paid by Sublessor shall, at Sublessor’s option, become immediately due from Sublessee. For the avoidance of doubt, Sublessee shall not be obligated to indemnify Sublessor or any of the Lessor Parties for any Tax Loss or under the Special Tax Indemnity Rider (each as defined in the Lease) or for or resulting from a breach of any Leased Property provision in the Lease involving the operation of the Aircraft that would impact the classification of the Aircraft or the proceeds thereof, Transaction Documents or (4) any single business, gross receipts (other than a impact the Lessor Parties' tax on any rent received by Lessor from Lessee), transaction, privilege, rent treatment of the Aircraft or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated Transaction Documents to the Leased Property, extent Sublessee is directed by or (5) estate, inheritance, gift taxes on behalf of Guarantor to operate the flights affecting such classification or documentary transfer taxestreatment.

Impositions. Collectively, all taxes (including, without limitationwith respect to each Facility, all ad valoremcivil monetary penalties, fines and overpayments imposed by state and federal regulatory authorities, all Real Estate Taxes, all state and local sales and useuse taxes, single business, gross receipts, transaction privilege, rent or similar taxes, franchise (including but not limited to taxes as the same relate to based on capital, net worth or are imposed upon Lessee or its business conducted upon the Leased Propertyassets), license, business entity, annual report fees and other taxes imposed on any business entities, including limited partnerships, limited liability companies and other “pass through” entities, and any such taxes and statutory representation fees imposed on Lessor or Lessor’s Affiliates (including Lessor’s parent organizations), sales and use taxes, all single business, gross receipts, transaction privilege, rent or similar taxes and assessments (including, without limitation, all assessments, charges and costs imposed under the Permitted Exceptions (including, without limitation, all penalties, fines, damages, costs and expenses for any violation of or a default under any of the Permitted Exceptions)), all assessments for utilities, public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, wastewater, sewer, sanitary sewer or other rents and charges, excises, tax levies, fees (including, without limitation, impact, development, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the portion of the Leased Property or relating to such Facility, the business conducted thereon by Lessee Rent relating thereto (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoeverother fees, including reassessment, costs and expenses which at any time prior to, during or in respect of the Term may be charged, assessed or imposed on or in respect of or be a lien upon (a) Lessor or Lessor's ’s interest in the portion of the Leased PropertyProperty relating to such Facility, (b) such portion of the Leased Property or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with with, such portion of the Leased Property or the leasing or use of such portion of the Leased Property or any part thereof by Lesseethereof. Provided, howeverNotwithstanding any provision hereof to the contrary, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax a financial institutions or other tax) imposed on Lessor, or (2) any transfer, or net revenue transfer tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any portion of the Leased Property or the proceeds thereof, or (4) except as expressly provided elsewhere in this Lease, any single business, gross receipts (other than a tax principal or interest on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to Encumbrance on any portion of the Leased Property, except to the extent that any tax, assessment, tax levy or charge which Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (52) estateis levied, inheritanceassessed or imposed expressly in lieu thereof, gift taxes in which case the substitute tax, assessment, tax levy or documentary transfer taxescharge shall be deemed to be an Imposition. Information Privacy or Security Laws: The HIPAA Laws and any other laws concerning the privacy and/or security of Personal Information, including but not limited to the Xxxxx-Xxxxx-Xxxxxx Act, state data breach notification laws, state health information privacy laws, the Federal Trade Commission Act and state consumer protection laws.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased PropertyProperty and all real estate or ad valorem property taxes and inventory and personal property taxes and similar charges on or relating to the Leased Property and the Hotel), assessments (including, without limitation, all assessments under private covenants and for public improvements or benefitsbenefit, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), fees and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to caused by any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in with respect of to the Term hereof may be assessed or imposed on or in with respect of to or be a lien upon (a) Lessor's ’s interest in the Leased Property, (b) the Leased Property Property, or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, on or in connection with the Leased Property Property, or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing Nothing contained in this Lease definition of Impositions shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on LessorLessor or any other person, or (2) any transfer, or net revenue tax of LessorLessor or any other person, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any the Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent privilege or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated except to the Leased Propertyextent that any tax, assessment, tax levy or charge that Lessee is obligated to pay pursuant to the first sentence of this definition and that is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (52) estateis levied, inheritance, gift taxes assessed or documentary transfer taxesimposed expressly in lieu thereof.

Impositions. Collectively, all taxes (including, without limitation, all ----------- ad valorem, sales and use, occupancy, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its Lessor or Lessee's business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefitsbenefit, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), fees and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to caused by any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in with respect of to the Term hereof may be assessed or imposed on or in with respect of to or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property Property, or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, on or in connection with the Leased Property Property, or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing Nothing contained in this Lease definition of Impositions shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, a franchise tax, or capital stock tax or other tax) imposed on LessorLessor or any other person, or (2) any transfer, or net revenue tax of LessorLessor or any other person, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Without limiting the foregoing, the term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Ohio and any potential subdivision thereof relating to any Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of any Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedWithout limiting the foregoing, howeverthe term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, nothing but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Colorado and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of the Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition disposition, or financing operation, by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes. In addition, Lessee shall not be required to pay any franchise, registration, or qualification tax or fee to the extent such tax or fee exceeds the minimum amount which would be imposed on Lessor if Lessor reported liabilities equal to at least eighty percent (80%) of Lessor's assets.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedWithout limiting the foregoing, howeverthe term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, nothing but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the State of Oklahoma and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of the Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition disposition, or financing operation, by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes. In addition, Lessee shall not be required to pay any franchise, registration, or qualification tax or fee to the extent such tax or fee exceeds the minimum amount which would be imposed on Lessor if Lessor reported liabilities equal to at least eighty percent (80%) of Lessor's assets.

Impositions. Collectively, all taxes (including, without limitationwith respect to each Property, all ad valoremcivil monetary penalties, fines and overpayments imposed by state and federal regulatory authorities, all Real Estate Taxes, all state and local sales and useuse taxes, single business, gross receipts, transaction privilege, rent or similar taxes as taxes, all assessments, charges and costs imposed under the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments Permitted Exceptions (including, without limitation, all penalties, fines, damages, costs and expenses for any violation of or a default under any of the Permitted Exceptions), Massachusetts excise taxes, franchise taxes (including but not limited to taxes based on capital, net worth or assets), license, business entity, annual report, registration and statutory representation fees and other taxes imposed on any business entities, including limited partnerships, limited liability companies and other “pass through” entities, and any such items imposed on Lessor or Lessor’s Affiliates (including Lessor’s parent organizations), all assessments for utilities, public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term)ground rents, water, wastewater, sewer, sanitary sewer or other rents and charges, excises, tax levies, fees (including, without limitation, impact, development, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of such Property, the Leased Property or the business conducted thereon by Lessee Rent 4834-1440-2281v12 relating thereto (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoeverother reasonable, including reassessmentout-of-pocket fees, costs and expenses which at any time prior to, during or in respect of the Term may be charged, assessed or imposed on or in respect of or be a lien upon (a) Lessor or Lessor's ’s interest in the Leased such Property, (b) the Leased such Property or any part thereof, thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased with, such Property or the leasing or use of the Leased such Property or any part thereof by Lesseethereof. Provided, howeverNotwithstanding any provision hereof to the contrary, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on net income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax a financial institutions or other tax) imposed on Lessor, including, but not limited to, any franchise tax or business entity tax (other than any components of such tax which constitute a franchise or capital tax), or (2) any transfer, branch profits taxes imposed by the United States or net revenue any similar tax imposed by any other jurisdiction in which Lessor is located; (3) any transfer tax of Lessor, or (34) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, thereof or (5) estateany interest, inheritanceadditions to tax or penalties in respect of the foregoing clauses (1) through (5) except as expressly provided elsewhere in this Lease, gift taxes any principal or documentary transfer taxesinterest on any Lien on any Property, except to the extent that any tax, assessment, tax levy or charge which Lessee is obligated to pay pursuant to the first sentence of this definition and which is in effect at any time during the Term is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (1) or (2) is levied, assessed or imposed expressly in lieu thereof, in which case the substitute tax, assessment, tax levy or charge shall be deemed to be an Imposition.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction transaction, privilege, rent taxes, bed taxes or similar fees or any other taxes as the same relate to or are imposed upon Lessee or its Lessor or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property Property, Lessor, or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, Property or any part thereof; (b) the Leased Property or any part thereof, including without limitation any Personal Property located thereon or used in connection therewith, or any rent therefrom or any estate, right, title or interest therein, ; or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Without limiting the foregoing, the term "Imposition" shall include any sales tax on rents paid under this Lease or by residents of the Facility (including, but not limited to, rental receipts taxes), bed taxes, depreciation recapture, any other taxes (except for the specific exclusions stated below), fees or charges imposed by the Commonwealth of Pennsylvania and any potential subdivision thereof relating to the Facility or the Leased Property, this Lease, or rents received under this Lease, whether relating to any period prior to or after the Commencement Date. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) the following taxes and fees to the extent they relate to Lessor's business generally (as opposed to relating specifically to Lessor's ownership of the Facility, lease thereof to Lessee or income therefrom): any federal, state or local income tax based on income (or any tax of Lessor, taxes based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or otherwise; (2) any transfer, income or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other gain tax imposed with respect to the sale, exchange, mortgaging exchange or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, ; or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (53) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively(a) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, as additional rent, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property)taxes, assessments (including, without limitationincluding but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed prior to accruing during the date hereof and whether or not to be completed within the Termterm of this Lease), water, sewer or and other rents rents, rates and charges, charges for public utilities, excises, tax levies, license and permit and inspection fees (including, without limitation, license, permit, inspection, authorization and similar fees), ) and all other governmental or public charges, in each case whether general or and special, ordinary or and extraordinary, or foreseen or and unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest any kind and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause nature whatsoever, including reassessment, which at any time prior toto or during the term of this Lease may have been or may be assessed, during levied, confirmed, imposed upon, or grow or become due or payable out of or in respect of the Term may be assessed of, or imposed on or in respect of or be become a lien upon (a) Lessor's interest in the Leased Propertyon, (bA) the Leased Property Premises or any part thereof, thereof or any rent therefrom or any estateappurtenance thereto, right, title or interest therein, or (cB) any occupancyBase Rent or other sums payable hereunder (including, without limitation, commercial rent tax), (C) this Lease or the leasehold estate created thereby, (D) the operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. ProvidedPremises, however, nothing contained in this Lease shall be construed to require Lessee to pay (1E) any tax based on personal property or the rent and income received by Tenant from subtenants, (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2F) any use, possession or occupation of the Premises or activity conducted therein, including rentals or sales (including lease rentals), value added, ad valorem, single business, gross receipts, use and similar taxes that are at any time levied, assessed or payable on account thereof, (G) all transfer, or net revenue tax of Lessorrecording, or (3) any sales, income, capital gainstamp and real property gain taxes incurred upon the assignment, transfer, documentary, mortgage, intangible foreclosure or other tax disposition by Tenant of its interest in the Premises or this Lease, (H) all claims and demands of mechanics, laborers, materialmen and others (excluding those engaged by Landlord or a Landlord Party) which, if unpaid, might create a lien on the Premises, (I) all charges of utilities, communications and similar services serving the Premises and (J) charges imposed with respect to the salePremises for police protection, exchangefire protection, mortgaging or other disposition or financing by Lessor street and highway maintenance, construction and lighting, sanitation and water supply, if any, (all of the foregoing, together with any Leased Property or and all fines, penalties, costs and/or interest thereon, and together with any and all Premiums, being hereinafter sometimes collectively referred to as "IMPOSITIONS", and any of the proceeds thereofsame being hereinafter sometimes referred to as an "IMPOSITION"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any of Landlord's capital levy, franchise, excess profits, estate, gift, succession, inheritance, transfer taxes or mortgage recording taxes in connection with any Mortgage of Landlord (4) other than in accordance with SECTION 41), unless and to the extent that such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any single businessother Imposition required to be paid by Tenant pursuant to this SECTION 5, in which event same shall be deemed Impositions and shall be paid by Tenant. If, at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Premises (including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Premises, then to the extent that such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other than a Imposition required to be paid by Tenant pursuant to this SECTION 5, all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but in any event only to the extent that such taxes would be payable if the Premises were the only property of Landlord (it being acknowledged and agreed that any franchise, income, profit, sales, use, occupancy, gross receipts, rental or similar tax on any rent received by Lessor which is unique to Landlord and which is not related to the Premises shall be excluded from LesseeImpositions), transaction, privilege, rent or similar taxes as and Tenant shall pay and discharge the same relate to or are imposed upon Lessor, and are unrelated as herein provided in respect of the payment of Impositions. All Impositions shall be paid directly by Tenant to the Leased Propertyentity to whom such Impositions are due. Tenant shall furnish to Landlord, promptly after payment of any Impositions, official receipts or (5) estateother satisfactory proof evidencing payment of such Imposition. Notwithstanding anything to the contrary set forth in this SECTION 5(a), inheritancenothing herein shall be deemed to modify Tenant's obligation to pay any transfer tax, gift taxes mortgage recording tax or documentary transfer taxesother Imposition if and to the extent such obligation is a term set forth in any "Landlord's Offer" pursuant to SECTION 23(a).

Impositions. Collectively, all All taxes (including, without limitation, all ad ----------- valorem, sales and (including those imposed on lease rentals), use, single business, gross receipts, transaction privilegevalue added, rent intangible transactions, privilege or license or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be commenced or completed within the Termterm of this Mortgage), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee Trust Estate and/or any Rents (including all interest and penalties thereon due to any failure in payment by Lesseethereon), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term term hereof may be assessed or imposed on or in respect of or be a lien Lien upon (a) Lessor's interest the Mortgagor (including, without limitation, all income, franchise, single business or other taxes imposed on the Mortgagor for the privilege of doing business in the Leased Propertyjurisdiction in which the Trust Estate is located) or the Beneficiary arising as a result of or with respect to its capacity as the Beneficiary hereunder, (b) the Leased Property Trust Estate or any other collateral delivered or pledged by Mortgagor to the Beneficiary in connection with the Loan, or any part thereof, or any rent Rents therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property Trust Estate or the leasing or use of the Leased Property all or any part thereof by Lesseethereof. Provided, however, nothing Nothing contained in this Lease Mortgage shall be construed to require Lessee the Mortgagor to pay (1) any tax based tax, assessment, levy or charge imposed on income (the Beneficiary or any tax based on outstanding corporate shares Bank in the nature of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, incomea franchise, capital gainlevy, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes succession, income or documentary transfer taxesnet revenue tax.

Impositions. Collectively, all All Real Estate Taxes and other taxes (including, without limitation, including all ad valorem, sales and (including those imposed on lease rentals), use, single business, gross receipts, transaction privilegevalue added, rent intangible transaction, privilege or license or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Propertytaxes), payments in lieu of taxes, linkage payments, governmental assessments (including, without limitation, including all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be commenced or completed within the Loan Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Security Property or the business conducted thereon by Lessee Borrower (including all interest and penalties thereon due to any failure in payment by Lesseethereon), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Loan Term may be assessed or imposed on or in respect of or be a lien Lien upon (a) Lessor's interest Borrower (including all income, franchise, single business or other taxes imposed on Borrower for the privilege of doing business in the Leased Propertyjurisdiction in which the applicable Security Property is located), (b) this Agreement, any other Loan Documents, the Leased Property Environmental Indemnity Agreement, the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or upon any rights, titles, liens or security interests created hereby or thereby or upon the Indebtedness or any part thereof, (c) the Security Property, or any other collateral delivered or pledged to Lender in connection with the Loan, or any part thereof, or any rent Rents therefrom or any estate, right, title or interest therein, or and (cd) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Security Property or the leasing or use of the Leased Property all or any part thereof by Lesseethereof. Provided, however, nothing contained in this Lease The term “Impositions” shall be construed to require Lessee to pay (1) not include any tax based income or franchise taxes imposed on income (or Lender and any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax single purpose or other tax) taxes imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to Lender for doing business in the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased jurisdiction in which the Real Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxesis located.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefitshereby further agrees, whether or not commenced the transactions contemplated by this Lease shall be consummated, to pay on or completed prior before the due date, directly to the date hereof appropriate federal, state, local or foreign taxing authority or other Governmental Authority (a “Taxing Authority”) or, if such payment is not allowed under Applicable Law, directly to (a) Lessor with sufficient prior notice and whether or not assistance in order for Lessor to be completed within timely make payment before the Termdue date), water(i) all taxes as shown on said returns and all taxes assessed, sewer billed or otherwise payable with respect to the Aircraft or any Collateral, any part of either thereof, or the transactions contemplated by the Transaction Documents; (ii) all license and/or registration or filing fees, assessments, governmental charges and sales, use, property, excise, privilege, value added, withholding and other taxes (including any related interest, charges or penalties) or other rents and chargescharges or fees now or hereafter imposed by any Taxing Authority, exciseson Lessor, tax leviesLessee, fees any Lessee Party or any other Person in possession of the Aircraft or any Collateral or any of either thereof, the Aircraft or any Collateral, or any part of any thereof, the Rent (includingor other amounts payable under the Transaction Documents), without limitationor the transactions contemplated by the Transaction Documents, licenseincluding any of the same imposed with respect to the landing, permitairport use, manufacturing, ordering, shipment, inspection, authorization and similar feespurchase, acceptance, rejection, ownership, delivery, installation, management, pooling, interchange, time sharing, leasing (pursuant to this Lease, any sublease, or otherwise), and all other governmental or public chargeschartering, in each case whether general or specialoperation, ordinary or extraordinarypossession, use, maintenance, repair, condition, removal, registration, de-registration, abandonment, repossession, storage, sale, return, or foreseen or unforeseen, of every character in respect other disposition of the Leased Property Aircraft or any part of any thereof, the business conducted thereon by Lessee Rent (including all interest and penalties thereon due to or other amounts under the Transaction Documents) or any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property Collateral or any part thereof, or any rent therefrom or interest in any estate, right, title or interest therein, or thereof; and (ciii) any occupancypenalties, operationcharges, use or possession ofinterest, or sales fromfines, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed additions to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax costs imposed with respect to any items referred to in sub-clauses (i) and (ii); the saleitems referred to in sub-clauses (i), exchange(ii), mortgaging and (iii) above being referred to herein collectively, as “Impositions”; except that “Impositions” shall expressly exclude, and Lessee shall have no such obligation in respect of, any of the same either (A) imposed against Lessor and imposed on or other disposition measured by the net income, capital or financing net worth of Lessor by the jurisdiction in which Lessor was incorporated or formed, or in which Lessor has its principal place of business or (B) arising from the gross negligence or willful misconduct of Lessor (unless imputed by Applicable Law). Lxxxxx will indemnify Lessor from, and defend and hold Lessor harmless, on an after-tax basis against, any and all such Impositions. Any Impositions which are not paid when due and which are paid by Lessor of any Leased Property or the proceeds thereofshall, or (4) any single businessat Lxxxxx’s option, gross receipts (other than a tax on any rent received by Lessor become immediately due from Lessee), transaction, privilege, rent or similar taxes as the same relate Lessee to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.

Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental or public charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon due to any failure in payment by Lessee), and all increases in all the above from any cause whatsoever, including reassessment, which at any time prior to, during or in respect of the Term may be assessed or imposed on or in respect of or be a lien upon (a) Lessor's interest in the Leased Property, (b) the Leased Property or any part thereof, or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Lessee. Provided, however, nothing contained in this Lease shall be construed to require Lessee to pay (1) any tax based on income (or any tax based on outstanding corporate shares of Lessor or Lessor's equity or capitalization, regardless of whether denominated as an income tax, franchise tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer, or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer, documentary, mortgage, intangible or other tax imposed with respect to the sale, exchange, mortgaging or other disposition or financing by Lessor of any Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance, gift taxes or documentary transfer taxes.. Insurance Requirements. All terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy. Land. As defined in ARTICLE I.