Common use of Taxes and Other Charges Clause in Contracts

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, (a) Borrower shall pay or shall cause Mortgage Borrower to pay all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay or to cause Mortgage Borrower to pay Property Taxes shall be proratedsuspended for so long as Mortgage Borrower complies with the terms and provisions of Section 9.4 of the Mortgage Loan Agreement and Section 9.1 hereof. Landlord Borrower shall furnish to Lender receipts for the payment of the Property Taxes and the Other Charges at least five (5) days prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Property Taxes in the event that such Property Taxes have been paid by Mortgage Lender pursuant to Section 9.4 of the Mortgage Loan Agreement). Subject to the terms of Section 5.4(b) hereof, Borrower shall not suffer and shall promptly forward cause to Tenant copies of be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Individual Property, and shall promptly pay for all bills and payment receipts for utility services provided to the Properties. If Mortgage Borrower shall fail to pay any Property Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to in accordance with this Section 6.2 below, Tenant shall pay 5.4 and discharge (including the filing is not contesting or causing a contesting of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any such Property Taxes or Other Charges which accrue prior in accordance with Section 5.4(b) below, or if there are insufficient funds in the Tax and Insurance Reserve Account (as defined in the Mortgage Loan Agreement) to the Commencement Date, it being understood that pay any such Property Taxes or Other Charges Charges, Lender shall have the right, but shall not be the responsibility of obligated, to pay such Property Taxes or Other Charges, and Borrower shall be promptly repay to Lender, on demand, any amount paid by Landlord prior Lender, with interest thereon at the Default Rate from the date of the advance thereof to delinquencythe date of repayment, and such amount shall constitute a portion of the Debt secured by the Pledge Agreements.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee and Facility Mortgagee copies of all bills and payment receipts for Taxes or Other Charges received by itit to enable payment thereof prior to the imposition of penalties and interest. Subject Sublessee shall not be penalized for delays by Sublessor in the forwarding of such to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee and Facility Mortgagee. Sublessee or Facility Mortgagee (as applicable) shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”)) provided that Sublessee and Facility Mortgagee timely receive such bills as aforesaid, (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed accruing during the Term of this Sublease with respect to the PremisesPremises (but not such Taxes accruing prior to or after the Term of this Sublease, even if due and payable during the Term of this Sublease), and the same shall be apportioned for the first lease year for the period after the Commencement Date and the last lease year for the period prior to the Termination Date (b) excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), provided such are received in a timely manner that provides Sublessee reasonable time to ensure such payments are made timely. For the avoidance to doubt, the parties acknowledge that Taxes are paid in arrears and the escrow of Taxes by Sublessee will be based on the Taxes payable only during the term of this Sublease, i.e., Sublessee’s obligation to pay Taxes will commence with the tax bxxx issued for the last half of 2018 (payable in July, 2019), as prorated based on the Commencement Date. Sublessee will escrow payments of Taxes prior to such July, 2019 due date as hereinabove provided. Sublessor acknowledges that all Taxes for the period prior to the Commencement Date shall be the Exiting Operator’s responsibility. Sublessee shall promptly pay and discharge “Other Charges”, consisting of any utilities and other costs and expenses of Sublessee’s operation of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises accruing during the TermTerm of this Sublease with respect to of Sublessee’s operation of the Premises. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant Sublessee shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue accruing prior to or after the Term of this Sublease, even if due and payable during the Term of this Sublease, and the same shall be apportioned for the first lease year for the period after the Commencement Date and the last lease year for the period prior to the Commencement Termination Date. Notwithstanding any provision of this Section 5, it being understood that any such to the extent Sublessee has funded Taxes or Other Charges in accordance with Section 5.2 below, Facility Mortgagee shall be timely pay all Taxes to the responsibility extent of and shall be promptly paid the impound held by Landlord prior to delinquencyFacility Mortgagee.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Lessor shall promptly forward to Tenant Lessee copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from Throughout the impound deposits made by Tenant pursuant to Section 6.2 belowTerm, Tenant Lessee shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Lessor), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant Lessee shall pay the foregoing when due prior to delinquency and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of LandlordLessor’s written notice of payment, Tenant Lessee shall pay Landlord Lessor an amount equal to any Taxes or Penalty that Landlord Lessor at any time is assessed or otherwise becomes responsible and for which Tenant Lessee is liable under this Lease. However, nothing in this Lease shall obligate Tenant Lessee to pay penalties incurred as a result of LandlordLessor’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyLessee.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant Sublessee shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of LandlordSublessor’s written notice of payment, Tenant Sublessee shall pay Landlord Sublessor an amount equal to any Taxes or Penalty that Landlord Sublessor at any time is assessed or otherwise becomes responsible and for which Tenant Sublessee is liable under this LeaseSublease. However, nothing in this Lease Sublease shall obligate Tenant Sublessee to pay penalties incurred as a result of LandlordSublessor’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencySublessee.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the Term, (h) Borrower shall pay (or cause Mortgage Borrower to pay) all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to (or cause Mortgage Borrower to pay) directly pay Property Taxes shall be proratedsuspended for so long as Mortgage Borrower complies with the terms and provisions of Section 9.4 of the Mortgage Loan Agreement and Section 9.1 hereof. Landlord Borrower shall furnish to Lender receipts for the payment of the Property Taxes and the Other Charges at least five (5) days prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Property Taxes in the event that such Property Taxes have been paid by Mortgage Lender pursuant to Section 9.4 of the Mortgage Loan Agreement). Subject to the terms of Section 5.4(b) hereof, Borrower shall not suffer and shall promptly forward cause to Tenant copies of be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Individual Property, and shall promptly pay for all bills and payment receipts for utility services provided to the Properties. If Mortgage Borrower shall fail to pay any Property Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to in accordance with this Section 6.2 below, Tenant shall pay 5.4 and discharge (including the filing is not contesting or causing a contesting of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any such Property Taxes or Other Charges which accrue prior in accordance with Section 5.4(b) below, or if there are insufficient funds in the Tax and Insurance Reserve Account to the Commencement Date, it being understood that pay any such Property Taxes or Other Charges Charges, Lender shall have the right, but shall not be the responsibility of obligated, to pay such Property Taxes or Other Charges, and Borrower shall be promptly repay to Lender, on demand, any amount paid by Landlord prior Lender, with interest thereon at the Default Rate from the date of the advance thereof to delinquencythe date of repayment, and such amount shall constitute a portion of the Debt secured by the Pledge Agreement.

Taxes and Other Charges. At X. Xxxxxx agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees, public service impact fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner’s association levy, assessment or imposition against, or arising out of Landlord’s ownership of or interest in, the commencement real estate described in Exhibit ”B” attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the “Charges”). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the “Escrow Payment”) equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Any lump sum public service impact fees paid by Landlord shall be amortized over ten (10) years at interest not to exceed twelve percent (12%) per annum, and equal installments of such fee, together with interest accrued thereon, shall be payable monthly as a portion of the Charges. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the Term, all Taxes Initial Monthly Escrow Payment will be specified in the Basic Lease Information. The initial Escrow Payment is based upon Tenant’s proportionate share of the estimated Charges for the year in question and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by the Landlord to reflect an accurate escrow of Tenant’s estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant’s total Escrow Payments are less than Tenant’s actual pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay and discharge (including to Landlord upon demand the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to difference; if the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses Tenant’s total Escrow Payments are more than Tenant’s actual pro rata share of the Business or any portion Charges, Landlord shall retain such excess and credit it to Tenant’s Escrow Xxxxxx/nnnlease rev. 7/92 T DBS/L JCC Payment account for the successive year’s Charges. Tenant’s proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and all other charges, obligations or deposits assessed against any portion the denominator of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall total applicable gross leasable square footage; or such other equitable apportionment as may be promptly paid by Landlord prior to delinquencyadopted.

Taxes and Other Charges. At Except as provided in Section 4.16 hereof, the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Mortgagor shall pay and discharge (including discharge, not later than the filing last day on which the same may be paid without penalty or interest, all taxes of every kind and nature, sewer rents, charges for water or for setting or repairing meters, and all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to utilities serving the Premises, and (b) “Other Charges”assessments, consisting of any utilities levies, permits, inspection and license fees and all other costs and expenses of charges imposed upon or assessed against the Business Mortgaged Property or any portion part thereof or upon the revenues, rents, issues, income and profits of the Premises or arising in respect of the occupancy, use or possession thereof (collectively "Impositions") and all the Mortgagor shall exhibit to the Mortgagee within 10 days after the final date that items specified in this Section 1.6 can be paid without interest or penalty, validated receipts showing the payment of such taxes, sewer rents, water, meter and other utility charges, obligations assessments, levies, fees and other charges which may be or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues become a lien on the unpaid balance)Mortgaged Property. Notwithstanding Should the Mortgagor default in the payment of any of the foregoing, there shall be excluded from the definition of TaxesMortgagee may, and Tenant with written notice to Mortgagor, but shall not be responsible obligated to, pay the same or any part thereof and the Mortgagor shall, on demand, reimburse the Mortgagee for payingall amounts so paid. The Mortgagor shall not enter into any written or oral agreement which has the effect of deferring the payment of Impositions which can be assessed, any income taxeslevied, gross receipts taxesconfirmed, personal property taxes imposed or become a lien on the Landlord Personal PropertyMortgaged Property without the consent of the Mortgagee; provided, excess profit taxeshowever, excise taxesthat if the Impositions can be paid in installments, franchise taxesMortgagor shall be entitled to pay the same in such installments. Mortgagor hereby assigns to Mortgagee all rights of Mortgagor now or hereafter arising in and to any refunds of Impositions, capital stock taxes, transfer taxes or other taxes charges relating to the Premises or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunderdebt secured hereby. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its If upon receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges refund by Mortgagee, no Event of Default shall have occurred hereunder and then be continuing, then Mortgagee shall promptly pay over the responsibility same to Mortgagor, if an Event of Default shall have occurred and shall then be promptly paid by Landlord prior to delinquencycontinuing, Mortgagee may apply said refund in reduction of any amount secured hereby.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 5.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”) (excluding any Penalty payable by Landlord pursuant to Section 5.2 below), (a) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)], and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s written notice of paymentpayment from a source other than the amounts impounded by Tenant with Landlord pursuant to Section 5.2, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result whether arising from the sole liability of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to Landlord or the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to joint liability of the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyparties.

Taxes and Other Charges. At the commencement (a) Subject to Section 4.5(b), Borrower shall cause Mortgage Borrower, Mezzanine A Borrower and at the expiration of the Term, Mezzanine B Borrower to pay (or cause to be paid) all Taxes and Other Charges shall be prorated. Landlord shall promptly forward now or hereafter levied or assessed or imposed against each Individual Property or any part thereof as the same become due and payable (except with respect to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject any Waived Tax Deposit Property (as defined in the Mortgage Loan Agreement) whenever there is not a Borrower Tax Period (as defined in the Mortgage Loan Agreement) with respect to Landlord’s obligations to make payments from such Waived Tax Deposit Property (as defined in the impound deposits made by Tenant pursuant to Section 6.2 belowMortgage Loan Agreement)); provided, Tenant shall pay and discharge (including the filing of all required returns)however, prior to delinquency or imposition the occurrence and continuance of any finea Mortgage Event of Default, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower causes Mortgage Borrower to comply with the terms and provisions of any real property and other taxes and assessments levied or assessed Section 8.6 of the Mortgage Loan Agreement. Except with respect to the PremisesWaived Tax Deposit Properties whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property, and (b) “Other Charges”, consisting of any utilities and other costs and expenses Borrower shall or shall cause Mortgage Borrower to furnish to Lender receipts for the payment of the Business Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish (or any portion cause to be furnished) such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 8.6 of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balanceMortgage Loan Agreement). Notwithstanding the foregoingSubject to Section 4.5(b), there shall be excluded from the definition of Taxes, and Tenant Borrower shall not permit Mortgage Borrower, Mezzanine A Borrower or Mezzanine B Borrower to suffer and shall promptly cause Mortgage Borrower to cause to be responsible for paying, paid and discharged any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes lien or other taxes charge relating to or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any arising from Taxes or Other Charges which accrue prior may be or become a lien or charge against any Individual Property (or any portion thereof) (except with respect to any Waived Tax Deposit Property whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property), and shall promptly pay for all utility services provided to each Individual Property (or any portion thereof) (except with respect to a Triple Net Leased Property). Borrower shall cause Mortgage Borrower, Mezzanine A Borrower and Mezzanine B Borrower to use commercially reasonable efforts to cause the Commencement Date, it being understood that Tenant with respect to any Waived Tax Deposit Property (whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property) to pay and discharge any lien or charge relating to or arising from Taxes or Other Charges shall which may be the responsibility of or become a lien or charge against such Waived Tax Deposit Property (or portion thereof) (whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property) and shall be cause Mortgage Borrower to use commercially reasonable efforts to cause each Tenant with respect to each Triple Net Leased Property to promptly paid by Landlord prior pay all utility services provided to delinquencyeach Triple Net Leased Property.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“"Penalty”"), (a) “"Taxes”", consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes and/or gross receipts taxes that may be imposed upon Landlord), and (b) “"Other Charges”", consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s 's written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s 's failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward 4.1 Lessee agrees to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns)discharge, prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of as additional rent for the Premises during the entire term of this Lease, before delinquency, all taxes, assessments, water rents, sewer rentals, utility rates and fees, levies or other charges of any kind which are or may during the term of this Lease be levied, charged, assessed or imposed upon or against the Premises or any buildings or improvements which are hereafter located thereon, or against any legal or equitable interest of Lessor in the Premises, or against any of Lessee’s personal property now or hereafter located thereon, or which may be levied, charged, assessed or imposed upon or against the leasehold estate created hereby. All taxes, assessments and other charges covered by this Paragraph 4 shall be prorated between Lessor and Lessee as of the commencement and expiration dates of the Lease Term. Tenant If at any time during the term of the Lease any tax, assessment or other charge is levied for a benefit which shall pay have a useful life longer than the foregoing when due remaining Lease Term, and before if the law permits the payment of any Penaltysuch tax, but may pay the foregoing assessment or other charge, in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there such tax, assessment or other charge shall be excluded from paid in installments, with Lessee paying such installment during the definition term of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for and Lessor paying any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyinstallments thereafter.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject At the end of the Term, subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement (a) Subject to Section 4.5(b), Borrower shall cause Mortgage Borrower and at the expiration of the Term, Mezzanine A Borrower to pay (or cause to be paid) all Taxes and Other Charges shall be prorated. Landlord shall promptly forward now or hereafter levied or assessed or imposed against each Individual Property or any part thereof as the same become due and payable (except with respect to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject any Waived Tax Deposit Property (as defined in the Mortgage Loan Agreement) whenever there is not a Borrower Tax Period (as defined in the Mortgage Loan Agreement) with respect to Landlord’s obligations to make payments from such Waived Tax Deposit Property (as defined in the impound deposits made by Tenant pursuant to Section 6.2 belowMortgage Loan Agreement)); provided, Tenant shall pay and discharge (including the filing of all required returns)however, prior to delinquency or imposition the occurrence and continuance of any finea Mortgage Event of Default, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower causes Mortgage Borrower to comply with the terms and provisions of any real property and other taxes and assessments levied or assessed Section 8.6 of the Mortgage Loan Agreement. Except with respect to the PremisesWaived Tax Deposit Properties whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property, and (b) “Other Charges”, consisting of any utilities and other costs and expenses Borrower shall or shall cause Mortgage Borrower to furnish to Lender receipts for the payment of the Business Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish (or any portion cause to be furnished) such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 8.6 of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balanceMortgage Loan Agreement). Notwithstanding the foregoingSubject to Section 4.5(b), there shall be excluded from the definition of Taxes, and Tenant Borrower shall not permit Mortgage Borrower or Mezzanine A Borrower to suffer and shall promptly cause Mortgage Borrower to cause to be responsible for paying, paid and discharged any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes lien or other taxes charge relating to or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any arising from Taxes or Other Charges which accrue prior may be or become a lien or charge against any Individual Property (or any portion thereof) (except with respect to any Waived Tax Deposit Property whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property), and shall promptly pay for all utility services provided to each Individual Property (or any portion thereof) (except with respect to a Triple Net Leased Property). Borrower shall cause Mortgage Borrower and Mezzanine A Borrower to use commercially reasonable efforts to cause the Commencement Date, it being understood that Tenant with respect to any Waived Tax Deposit Property (whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property) to pay and discharge any lien or charge relating to or arising from Taxes or Other Charges shall which may be the responsibility of or become a lien or charge against such Waived Tax Deposit Property (or portion thereof) (whenever there is not a Borrower Tax Period with respect to such Waived Tax Deposit Property) and shall be cause Mortgage Borrower to use commercially reasonable efforts to cause each Tenant with respect to each Triple Net Leased Property to promptly paid by Landlord prior pay all utility services provided to delinquencyeach Triple Net Leased Property.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant Tax Impound pursuant to Section 6.2 5.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefor, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant chemQ shall not be responsible for payingthe payment of any use, any income taxessales, gross receipts taxesvalue added, personal property taxes on the Landlord Personal Propertyexcise, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes tax, duty, tariff, customs, inspection, or assessments personal testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority with respect to the sale or transfer or PRODUCTS to Purchaser or import or export of PRODUCTS in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Furthercourse of shipment of Purchaser, in no event shall Tenant be responsible for any assessments in connection with the initial development sole exception of any sales taxes invoiced and collected from Purchaser by chemQ. All other such charges (if any) must be paid by Purchaser separately and in addition to the prices quoted or construction invoiced. In the event chemQ is required to pay any such tax, tariff, duty, fee or charge, Purchaser shall reimburse chemQ therefor. If Purchaser claims any exemption with respect to any such tax, tariff, duty, fee or charge, Purchaser must provide a valid, signed certificate or letter of the Facilityexemption for each respective jurisdiction and indemnify, defend, and hold harmless chemQ with respect to any potential liability resulting from any failure to pay any such tax, tariff, duty, fee or charge. Within ten TERMS OF PAYMENT: Payment in full shall be made within twenty-one (1021) days of its receipt of Landlord’s written notice of paymentinvoice. Payment may be made by ACH transfer or check, Tenant however, ACH transfer is the preferred method. chemQ will invoice Purchaser upon shipment for the full price and all other charges and amounts payable by Purchaser in accordance with the terms on this Contract. If Purchaser fails to pay any amounts when due, Purchaser shall pay Landlord an chemQ interest thereon at a periodic rate of one and one-half percent (1.5%) per month or, if lower, the maximum amount equal that can be charged under law, compounded monthly (equivalent to any Taxes 19.56% per annum), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by chemQ in collecting such overdue amounts or Penalty otherwise enforcing chemQ's rights hereunder. chemQ reserves the right to require from Purchaser full or partial payment in advance, or other security that Landlord is satisfactory to chemQ, at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Leasethat chemQ believes in good faith that Purchaser's financial condition does not justify the terms of payment specified. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges All payments shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencymade in U.S. Dollars.

Taxes and Other Charges. At the commencement Property taxes, unmetered water and at the expiration of the Term, all Taxes sewer charges and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations municipal or deposits assessed against governmental assessments of any portion and every nature levied or imposed upon the Project (“Impositions”) that are payable in the year in which the Closing Date occurs (the “Current Tax Year”) (and regardless of whether such Impositions relate to the calendar year of the Premises Closing or years prior to the Closing), shall be apportioned on a per diem basis based upon the number of days in the Current Tax Year prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Buyer); provided, however, that there shall be no adjustment of Impositions payable by any tenant directly to the taxing authority under any Lease. Buyer acknowledges that property taxes payable in the current year relate to assessments for the preceding year, and that only property taxes payable for the year in which Closing occurs are being prorated hereunder and no proration is being made for property taxes payable in any year other than the year in which Closing occurs. Seller has paid the first installment of Impositions billed for the Property during 2011 (which were actually the Termtaxes assessed for calendar year 2010). Tenant At Closing Impositions shall be prorated between Seller and Buyer based upon an assumed amount of $6,784,243.48 which is the full amount of Impositions paid in 2010 and Seller shall be credited with any installment payments made by Seller during 2011. Within 30 days following receipt of the final installment of Impositions payable during 2011, Buyer shall provide copies of tax invoices to Seller, along with a reconciliation of the proration at Closing to the actual Impositions paid in 2011. If the credit to Buyer at Closing is less than actual proration, then Seller shall pay the foregoing when due difference to Buyer within 30 days of receipt of the reconciliation and before any Penaltycopies of invoices. If the credit to Buyer at Closing is greater than the actual proration, but may pay then Buyer shall reimburse the foregoing difference to Seller within 30 days of receipt of the final installment of Impositions payable during 2011. Impositions assessed against the Real Property for the calendar year 2011 and subsequent calendar years (i.e., payable in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, calendar year 2012 and Tenant subsequent calendar years) and assessments payable during calendar year 2012 and subsequent calendar years shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of prorated and shall be promptly paid by Landlord prior to delinquencyBuyer when due.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay to Delta an amount equal to (i) any and discharge (including all Impositions assessed or due with respect to any alteration, improvement or addition made to the filing Premises at the sole expense of Tenant or any subtenant of Tenant and any and all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed Impositions with respect to the Premisesrental provided for hereunder or under any agreement between Tenant and any subtenant of Tenant (“Tenant Impositions”), and (bii) “Other Charges”Tenant’s Percentage Share of all other Impositions (except those Impositions assessed or due with respect to any alteration, consisting improvement or addition made, at the sole expense of Delta or any utilities and tenant of Delta other costs and expenses than Tenant, to any area of the Business Building intended to be occupied exclusively by Delta or any portion a tenant of Delta (other than Tenant) (“Delta Impositions”)). The Net Usable Area associated with an addition subject to a Tenant Imposition or a Delta Imposition shall not be included in the numerator or the denominator of the Premises and fraction used in calculating Tenant’s Percentage Share of all other chargesImpositions. Impositions with respect to Tenant’s Removable Property (as defined in Article 11 hereof) or with respect to any other property of Tenant or Tenant’s subtenants, obligations real or deposits assessed against any portion personal, shall be the sole responsibility of Tenant and shall be paid directly by Tenant to the taxing authority. If the taxing authority makes a separate determination of the Premises during amount due as a Tenant Imposition, then Tenant shall pay such amount. If no such determination is made, Tenant and Delta shall attempt to agree upon the Termamount to be paid by Tenant but if Tenant and Delta do not agree upon the amount to be so paid by Tenant, then the matter shall be determined by arbitration upon the request of either party. Tenant shall pay the foregoing when due and before any Penaltyall amounts required to be paid by Tenant to Delta pursuant to this paragraph B within ten (10) days after a xxxx is rendered therefor by Delta, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be required to pay such amount more than thirty (30) days before such taxes become delinquent. In the event any assessment is, by law, payable in installments Delta shall, at Tenant’s option, elect to pay the same in installments; however, Tenant shall be responsible for Tenant’s Percentage Share of all installments of such assessment accruing during the term of this Lease. Any Imposition relating to a fiscal period of a taxing authority, a part of which period is included within the term of this Lease and a part of which period is included in a period of time before the Commencement Date or after the expiration or termination of this Lease, shall be appropriately prorated between the parties. Tenant shall have the right to require that Delta take reasonable lawful action specified by Tenant to contest the amount or validity of any assessments Impositions, with the costs and expenses incurred in connection with any such contest to be borne by Tenant or, if Delta shall not promptly undertake to do so and thereafter institute and conduct with diligence such contest, to institute and/or conduct in Tenant’s name or in the initial development or construction name of the FacilityTenant and/or Delta, such contest. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal be entitled to Tenant’s Percentage Share of any refunds or savings resulting from proceedings to reduce any Impositions (determined after deducting all costs and expenses of procuring same). Tenant shall also be entitled to any Taxes discounts for timely or Penalty that Landlord at any time is assessed or otherwise becomes responsible early payment of Tenant Impositions and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible ’s Percentage Share of any discounts for any Taxes timely or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility early payment of and shall be promptly paid by Landlord prior to delinquencyother Impositions (except Delta Impositions).

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”Tenant agrees to pay, consisting as Additional Rent, Tenant’s Share of any and all annual (or annualized) real and personal property taxes, regular and special assessments, license fees and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting charges of any utilities kind and other costs and expenses of the Business or any portion of the Premises and all other chargesnature whatsoever, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the payable by Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of any public or quasi-public authority, private party, or owner’s association levy, assessment or imposition against, or arising out of Landlord’s failure ownership of or interest in, the Property, together with the Building and the grounds, parking areas, driveways, roads and alleys around the Building in which the Premises are located, or any part thereof, and any reasonable expenses (including attorney’s fees) related to timely forward bills Tax Charge contests (hereinafter collectively referred to Tenantas the “Tax Charges”). Notwithstanding anything to During each month of the contrary contained hereinLease Term, Tenant shall not make a monthly escrow deposit with Landlord (the “Tax Escrow Payment”) equal to one-twelfth (1/12) of Tenant’s Share of the Tax Charges which will be responsible due and payable for that particular calendar year. Tenant authorizes Landlord to use the Tax Escrow Payments to pay the Tax Charges. Each Tax Escrow Payment shall be due and payable, as Additional Rent, at the same time and in the same manner as the payment of Base Rent. Such Tax Escrow Payments may be held without interest, and Landlord may deposit such Tax Escrow Payments in any account or accounts it determines in its sole discretion as appropriate. All or any part of the Tax Escrow Payment may be assigned by Landlord to any successor of Landlord under this Lease and upon such assignment, Landlord shall have no liability to Tenant for any Taxes such Tax Escrow Payments. The initial Tax Escrow Payment is based upon Tenant’s Share of the estimated Tax Charges for the first calendar year of the Lease Term as determined by Landlord, and the monthly Tax Escrow Payment is subject to increase or Other Charges which accrue prior decrease from time to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid time as determined by Landlord prior to delinquencymore accurately reflect escrow of Tenant’s Share of the estimated Tax Charges.

Taxes and Other Charges. At If any Lease is denominated on the commencement and at the expiration of the Termapplicable Lease Schedule as a "True Lease" then, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesEquipment subject to the Lease, Lessee hereby covenants and agrees that Lessor shall be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and assuming a half-year convention and zero salvage value, for the applicable recovery period for such Equipment (b) “Other Charges”, consisting of any utilities the "Tax Benefits"). Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such Lease on the assumption that Lessor will be taxed throughout the Lease Term at Lessor's federal corporate income tax rate existing on the date of the Business applicable Lease Schedule (the "Assumed Tax Rate"). If, for any reason whatsoever, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. Such amount shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment on each Basic Rent Payment Date. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnity shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall will also pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within at least ten (10) days before the same become delinquent all taxes, assessments, rates, charges and other outgoings of its receipt of Landlord’s written notice of paymentevery description (but not including interest and penalties if Landlord makes late payment after receiving timely remittance from Tenant) to which said premises or any part thereof or any improvement thereon, or Landlord or Tenant in respect thereof, are now or may during said term be assessed or become liable, whether made by governmental authority, by any utility company or by any public or community service company; provided, however, that with respect to any assessment made under any betterment or improvement law which may be payable in installments, Tenant shall be required to pay only such installments together with interest as shall become due and payable during said term, and real property taxes shall be prorated between Landlord an amount equal and Tenant as of the dates of commencement and expiration respectively of said term, and provided that Tenant's share of the real property taxes for the land shall be proportionate to any Taxes undivided interests in the land demised by this Lease and that Tenant shall be responsible for all real property taxes attributable to trees and other improvements used or Penalty that owned by Tenant on the premises. Tenant will also pay to Landlord with each installment of rent, real property taxes and assessments and other charges hereunder payable by Tenant the amount of all Hawaii general excise or similar taxes payable by Landlord with respect thereto, whether actually or constructively received. If at any time is during said term there shall be assessed against the demised land or otherwise becomes responsible and any part thereof or any improvement thereon or any rents payable to Landlord therefor or against Landlord in respect thereof, any new taxes (other than federal or state net income, franchise, corporation, capital stock or excess profits taxes or any other taxes existing at the commencement of said term) which are in substitution for which real property taxes or are in lieu of increases thereof, Tenant is liable under this Leasewill also pay to Landlord as additional rent, at least ten (10) days before the same become delinquent, Tenant's proportionate share of all such new taxes. HoweverTenant will pay all Hawaii conveyance taxes, nothing in if any, payable with respect to this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for and any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencysubleases hereunder.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tax Impound as defined therein. Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the TermBorrower shall pay, or shall cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided. however, Borrower's obligation to directly pay or cause Mortgage Borrower to pay Taxes shall be proratedsuspended for so long as Mortgage Borrower complies with the terms and provisions of Section 6.2 of the Mortgage Loan Agreement. Landlord Borrower shall promptly forward furnish, or shall cause Mortgage Borrower to Tenant copies of all bills and payment furnish, to Lender receipts for the payment of the Taxes or and the Other Charges received no later than ten (10) days prior to the date the same shall become delinquent; provided. however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant Mortgage Lender pursuant to Section 6.2 below, Tenant of the Mortgage Loan Agreement. Borrower shall pay and discharge (including the filing of all required returns), prior to delinquency not permit or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premisessuffer, and (b) “Other Charges”shall not permit Mortgage Borrower to suffer or permit, consisting and shall promptly cause to be paid and discharged any Lien or charge against the Property, subject to any rights of Borrower or Mortgage Borrower to contest any utilities and other costs and expenses such Liens in accordance with the terms of the Business Loan Documents or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance)Mortgage Loan Documents. Notwithstanding the foregoingprior sentence, there shall be excluded from after prior notice to Lender, Borrower, at its sole cost and expense, may contest, or cause Mortgage Borrower to contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes amount or other taxes validity or assessments personal in nature to Landlord whether or not based application in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior Charges; provided that (a) no Default or Event of Default has occurred and remains outstanding; (b) Mortgage Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Commencement DateSecurity Instrument; ( c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower, it Mortgage Borrower, the Collateral or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; ( d) neither the Collateral, the Property nor any part thereof or interest therein will be in danger of being understood that sold, forfeited, terminated, canceled or lost; ( e) Borrower shall, or cause Mortgage Borrower to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (f) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; (g) Borrower shall furnish, or cause Mortgage Borrower to furnish, such cash or other security as may be required in the proceeding, or as may be reasonably requested by Lender, to ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (h) such contest by Borrower or Mortgage Borrower· is not in violation of the Leases. Lender may pay over, assign or transfer any such security or part thereof to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Collateral or the Property (or any part thereof or interest therein) shall be the responsibility in danger of and being sold, forfeited, terminated, canceled or lost or there shall be promptly paid any danger of the Lien of the Security Instrument or the Pledge Agreement being primed by Landlord prior to delinquencyany related Lien.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall will also pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within at least ten (10) days before the same become delinquent all taxes, assessments, rates, charges and other outgoings of its receipt of Landlord’s written notice of paymentevery description (but not including interest and penalties if Landlord makes late payment after receiving timely remittance from Tenant) to which said premises or any part thereof or any improvement thereon, or Landlord or Tenant in respect thereof, are now or may during said term be assessed or become liable, whether made by governmental authority, by any utility company or by any public or community service company; provided, however, that with respect to any assessment made under any betterment or improvement law which may be payable in installments, Tenant shall be required to pay only such installments together with interest as shall become due and payable during said term, and real property taxes shall be prorated between Landlord an and Tenant as of the dates of commencement and expiration respectively of said term. Tenant will also pay to Landlord with each installment of rent, real property taxes and assessments and other charges hereunder payable by Tenant the amount equal to any Taxes of all Hawaii general excise or Penalty that similar taxes payable by Landlord with respect thereto, whether actually or constructively received. If at any time is during said term there shall be assessed against the demised land or otherwise becomes responsible and any part thereof or any improvement thereon or any rents payable to Landlord therefor or against Landlord in respect thereof, any new taxes (other than federal or state net income, franchise, corporation, capital stock or excess profits taxes or any other taxes existing at the commencement of said term) which are in substitution for which real property taxes or are in lieu of increases thereof, Tenant is liable under this Lease. Howeverwill also pay to Landlord as additional rent, nothing in at least ten (10) days before the same become delinquent, all such new taxes; Tenant will pay all Hawaii conveyance taxes, if any, payable with respect to this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for and any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencysubleases hereunder.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges (as defined below) shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days after the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), and (b) “Other Charges”, consisting of any utilities and other costs and expenses HNZW/505063_5.doc/3583-1 of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant Sublessee shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of LandlordSublessor’s written notice of payment, Tenant Sublessee shall pay Landlord Sublessor an amount equal to any Taxes or Penalty that Landlord Sublessor at any time is assessed or otherwise becomes responsible and for which Tenant Sublessee is liable under this LeaseSublease. However, nothing in this Lease Sublease shall obligate Tenant Sublessee to pay penalties incurred as a result of LandlordSublessor’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencySublessee.

Taxes and Other Charges. At A. Tenant agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent, at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the Terminitial monthly Escrow Payment will be specified in the Basic Lease information. The initial Escrow Payment is based upon Tenant's proportionate share of the estimated Charges for the year in question, all Taxes and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's total Escrow Payments are less than Tenant's actual pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay and discharge (including to Landlord upon demand the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to difference; if the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses Tenant's total Escrow Payments are more than Tenant's actual pro rata share of the Business or any portion Charges, Landlord shall retain such excess and credit it to Tenant's Escrow Payment account for the successive year's Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and all other charges, obligations or deposits assessed against any portion the denominator of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencytotal applicable gross leasable square footage. Tenant's proportionate share is 35.4%.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment ancl its use or possession, and at the expiration of the Termto pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor' s option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "True Lease Schedule," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "Tax Benefits"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (b) “Other Charges”assuming a half-year convention and zero salvage value, consisting of any utilities for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the Business True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "Assumed Tax Rate"). If, for any reason whatsoever, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require, or upon Lessee's request, may agree, in Lessor's sole discretion, that such Tax Loss shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnities and covenants set forth in Sections 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "True Lease Schedule," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "Tax Benefits"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (b) “Other Charges”assuming a half-year convention and zero salvage value, consisting of any utilities for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the Business True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "Assumed Tax Rate"). If, for any reason whatsoever, there shall be a loss, disallowance, recapture or delay, in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require, or upon Lessee's request, may agree, in Lessor's sole discretion, that such Tax Loss shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnities and covenants set forth in Sections 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties, except any such interest or penalties incurred primarily due to any negligence or misconduct of Lessor) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. Lessor shall file timely all necessary personal property returns or declarations and pay all personal property taxes levied on or assessed against the Equipment during the Basic Term and any Renewal Term of the applicable Schedule, before such taxes become delinquent, without any proration whatsoever. Lessor shall (a) upon Lessee's request, provide evidence of the filing of the returns or declarations and the payment of such taxes, or (b) “Other Charges”notify Lessee, consisting in sufficient time for Lessee to file same timely, when by law or local regulation, Lessor cannot file same. Lessee, within 10 days of receipt of an invoice for the same, shall pay to Lessor an amount equal to all such taxes paid by Lessor. Lessor shall use commercially reasonably efforts to notify Lessee of the proposed assessments and/or valuations upon which such taxes are based prior to the due date thereof, and if Lessor fails to do so and such assessments and/or valuations are manifestly unreasonable, Lessee shall not be liable to reimburse Lessor for personal property taxes paid to the extent such personal property taxes are in excess of those that would be payable based on a reasonable assessment and/or valuation, provided that Lessee cooperates with Lessor in any appeal, refund or abatement proceeding Lessor may choose to pursue. If any Lease Schedule is denominated as a "TRUE LEASE SCHEDULE," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee and Lessor anticipate that Lessor shall be entitled to the following tax benefits (the "TAX BENEFITS"): Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "CODE"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and assuming a half-year convention and zero salvage value, for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. With respect to Equipment set forth on any such True Lease Schedule, Lessee agrees that: Lessee will not claim that Lessee is the owner of the Equipment subject thereto or that Lessee is otherwise entitled to all or any of the Tax Benefits; Lessee will not take any action inconsistent with Lessor's anticipated Tax Benefits; and the Equipment will not constitute "public utility property" or "tax-exempt use property" within the meaning of Sections 168(i)(10) or 168(h) of the Code. If, as the result of any utilities and other costs and expenses act, omission and/or misrepresentation of the Business Lessee, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of any addition, modification or improvement to or in respect of any of the Equipment made or paid for by Lessee (any loss, disallowance, recapture, delay or inclusion being herein called a "TAX LOSS"), Lessee shall reimburse Lessor for such Tax Loss in the manner provided for in this Section 7. Lessee shall not have any liability to Lessor for indemnification hereunder for any Tax Loss with respect to a Lease resulting from one or more of the definition following: (i) any voluntary transfer or other disposition by Lessor of Taxesany of its interests in the Lease or the Equipment; (ii) Lessor's failure to claim or follow the proper procedure in claiming any Tax Benefit in a proper and timely manner; and (iii) Lessor's failure to have sufficient income to utilize any Tax Benefit. A Tax Loss shall be deemed to have occurred if either (a) a deficiency shall have been proposed or a claim has been made that a Tax Loss has so occurred by the Internal Revenue Service or other taxing authority having jurisdiction, or (b) independent tax counsel ("TAX COUNSEL") selected by Lessor and Tenant acceptable to Lessee (which acceptance shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on unreasonably withheld or delayed by Lessee) has rendered an opinion to Lessor that such Tax Loss has so occurred. Lessor shall use its best efforts to promptly provide written notice to Lessee that a Tax Loss has occurred. The foregoing indemnities and covenants set forth in this Section 7 shall continue in full force and effect and shall survive the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes expiration or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "True Lease Schedule," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "Tax Benefits"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and assuming a half-year convention and zero salvage value, for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (bthe "Assumed Tax Rate"). With respect to Equipment set forth on any such True Lease Schedule, Lessee agrees that: Lessee will not claim that Lessee is the owner of the Equipment subject thereto or that Lessee is otherwise entitled to all or any of the Tax Benefits; Lessee will not take any action inconsistent with Lessor's anticipated Tax Benefits; and the Equipment will not constitute "public utility property" or "tax-exempt use property" within the meaning of sections 168(i)(1 0) “Other Charges”or 168(h) of the Code. If , consisting as the result of any utilities and other costs and expenses act, omission and/or misrepresentation of the Business Lessee, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require, or upon Lessee's request, may agree, in Lessor's sole discretion, that such Tax Loss shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnities and covenants set forth in Sections 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, (h) Borrower shall pay (or cause Mortgage Borrower to pay) all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to (or cause Mortgage Borrower to pay) directly pay Property Taxes shall be proratedsuspended for so long as Mortgage Borrower complies with the terms and provisions of Section 9.4 of the Mortgage Loan Agreement and Section 9.1 hereof. Landlord Borrower shall furnish to Lender receipts for the payment of the Property Taxes and the Other Charges at least five (5) days prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Property Taxes in the event that such Property Taxes have been paid by Mortgage Lender pursuant to Section 9.4 of the Mortgage Loan Agreement). Subject to the terms of Section 5.4(b) hereof, Borrower shall not suffer and shall promptly forward cause to Tenant copies of be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Individual Property, and shall promptly pay for all bills and payment receipts for utility services provided to the Properties. If Mortgage Borrower shall fail to pay any Property Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to in accordance with this Section 6.2 below, Tenant shall pay 5.4 and discharge (including the filing is not contesting or causing a contesting of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any such Property Taxes or Other Charges which accrue prior in accordance with Section 5.4(b) below, or if there are insufficient funds in the Tax and Insurance Reserve Account to pay any Property Taxes 00000000.0.XXXXXXXX or Other Charges, Lender shall have the Commencement Dateright, it being understood that any but shall not be obligated, to pay such Property Taxes or Other Charges Charges, and Borrower shall be the responsibility of and shall be promptly repay to Lender, on demand, any amount paid by Landlord prior Lender, with interest thereon at the Default Rate from the date of the advance thereof to delinquencythe date of repayment, and such amount shall constitute a portion of the Debt secured by the Pledge Agreement.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "True Lease Schedule," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "Tax Benefits"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (b) “Other Charges”assuming a half-year convention and zero salvage value, consisting of any utilities for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the Business True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "Assumed Tax Rate"). If, because of (i) the occurrence of an Event of Default under the lease; or (ii) any act or omission of Lessee, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee (any loss, in no event disallowance, recapture, delay or inclusion being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, upon Lessee's request, and provided the initial development Lease has not been terminated, such Tax Loss shall be paid in equal periodic payments over the applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, and paid by Lessor. The foregoing indemnities and covenants set forth in Sections 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all ----------------------- Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s 's obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 5.2 below, Tenant shall pay ----------- and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”"PENALTY") (excluding any Penalty payable by Landlord pursuant to Section 5.2 ----------- below), (aA) “Taxes”"TAXES", consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant's interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)], and (bB) “Other Charges”"OTHER CHARGES", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s 's written notice of paymentpayment from a source other than the amounts impounded by Tenant with Landlord pursuant to Section 5.2, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Master Lease, whether arising from the sole liability of Landlord or the joint liability of the parties. HoweverPROTESTS. Tenant has the right, nothing but not the obligation, in this Lease shall obligate Tenant good faith to pay penalties incurred as -------- protest or contest (a result "PROTEST") in whole or in part (A) the amount or payment ------ of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior and (B) the existence, amount or validity of any Lien (as defined in Section 8.1) by appropriate proceedings sufficient to - ----------- prevent its collection or other realization and the Commencement Datesale, forfeiture or loss of any portion of the Premises or Rent to satisfy it being understood that (so long as it provides Landlord with reasonable security to assure the foregoing). Tenant shall diligently prosecute any such Taxes or Protest at its sole cost and expense and pay such Taxes, Other Charges shall be or Lien before the responsibility imposition of and shall be promptly paid by any Penalty. Landlord prior to delinquencywill cooperate fully in any Protest that involves an amount assessed against it.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any properly (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all All Taxes and Other Charges shall be proratedprorated between the applicable Seller and Purchaser on an accrual basis based upon the actual current tax xxxx or other invoice for such charges, as applicable. Landlord If the most recent tax xxxx or invoice received by the applicable Seller before the Closing is not the actual current tax xxxx or invoice, then such Seller and Purchaser shall promptly forward to Tenant copies of all bills initially prorate the applicable charge(s) included in Taxes and payment receipts for Taxes or Other Charges received at the Closing (i) by itapplying 100% of the tax rate for the period covered by the most current available tax xxxx to the latest assessed valuation, in the case of taxes, and (ii) based on the amount shown on such invoice, in the case of other charges, and shall reprorate such taxes or other charges retroactively when the actual current tax xxxx or invoice is available. Subject All Taxes and Other Charges accruing before the Closing shall be charged to Landlord’s obligations the applicable Seller and all such Taxes and Other Charges accruing on and after the Closing shall be charged to make payments from Purchaser. Any refunds of Taxes and Other Charges made after the impound deposits made Closing shall first be applied to any amounts owed to Tenants under the Leases, then to the unreimbursed third party costs incurred by Tenant pursuant the applicable Seller or Purchaser in obtaining the refund, then shall be paid to Section 6.2 below, Tenant shall pay and discharge the applicable Seller (including for the filing of all required returns), period prior to delinquency the Closing) and to Purchaser (for the period commencing on and after the Closing). If any proceeding to determine the assessed value of the Real Property or imposition either of any fine, penalty, interest them or other cost (“Penalty”), (a) “Taxes”, consisting of any the real property and other estate taxes and assessments levied or assessed payable with respect to the Premises, and (b) “Other Charges”, consisting Real Property or either of any utilities and other costs and expenses of them has been commenced before the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of Effective Date and shall be promptly paid continuing as of the Closing, Seller shall be authorized to continue to prosecute such proceeding so long as such proceeding shall not adversely affect Purchaser’s tax obligations from and after the Closing Date and Purchaser agrees to cooperate as reasonably requested with Seller and to execute any and all documents reasonably requested by Landlord prior to delinquencySeller in furtherance of the foregoing.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 5.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“"Penalty”") (excluding any Penalty payable by Landlord pursuant to Section 5.2 below), (a) “"Taxes”", consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)], and (b) “"Other Charges”", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s written notice of paymentpayment from a source other than the amounts impounded by Tenant with Landlord pursuant to Section 5.2, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result whether arising from the sole liability of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to Landlord or the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to joint liability of the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyparties.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "TRUE LEASE SCHEDULE," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee hereby covenants and agrees that Lessor shall be entitled to the following tax benefits (the "TAX BENEFITS"), Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "CODE"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (b) “Other Charges”assuming a half-year convention and zero salvage value, consisting of any utilities for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. Lessee further acknowledges and other costs and expenses agrees that Lessor has entered into such True Lease Schedule on the assumption that Lessor will be taxed throughout the Lease Term of the Business True Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "ASSUMED TAX RATE"). If, for any reason whatsoever, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises and all other chargesTax Benefits with respect to the Equipment, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of Taxesany addition, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes modification or other taxes or assessments personal in nature improvement to Landlord whether or not based in whole or in part on respect of any of the Rent payable hereunder. FurtherEquipment made or paid for by Lessee, or if there shall be a change in no event the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "TAX LOSS"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall Tenant pay Lessor a lump sum amount which, after deduction of all taxes required to be responsible for paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows at least at the same level that would have been available if such Tax Loss had not occurred, plus any assessments interest, penalties or additions to tax which may be imposed in connection with such Tax Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require or upon Lessee's request, may agree, in Lessor's sole discretion, that such Tax Loss shall be paid in equal periodic payments over the initial development applicable remaining Lease Term with respect to such Equipment with each Rental Payment due and payable with respect to such Equipment. A Tax Loss shall conclusively be deemed to have occurred if either (a) a deficiency shall have been proposed by the Internal Revenue Service or construction other taxing authority having jurisdiction, or (b) tax counsel for Lessor has rendered an opinion to Lessor that such Tax Loss has so occurred. The foregoing indemnities and covenants set forth in Section 6 and 7 of this Master Lease shall continue in full force and effect and shall survive the expiration or earlier termination of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Borrower shall pay and discharge (including the filing of all required returns), prior to the delinquency or imposition date thereof all taxes of any fineevery kind and nature, penaltyall water charges, interest or other cost (“Penalty”)sewer rents and assessments, (a) “Taxes”levies, consisting of any real property permit fees, inspection and other taxes and assessments levied or assessed with respect to the Premiseslicense fees, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges imposed upon or assessed against the Secured Property or any part thereof or upon the revenues, rents, issues, income, and profits of the Secured Property and, unless Borrower is making monthly deposits with Administrative Agent in accordance with Section 1.11 hereof, Borrower shall exhibit to Administrative Agent validated receipts (or other commercially reasonable evidence of payment) showing the payment of such taxes, assessments, water charges, obligations sewer rents, levies, fees, and other charges which may be or deposits assessed against become a lien on the Secured Property within ten (10) days after Administrative Agent’s request therefor. Should Borrower default in the payment of any portion of the Premises during the Term. Tenant foregoing taxes, assessments, water charges, sewer rents, or other charges and such default continues for five (5) business days after receipt of written notice from Administrative Agent, Administrative Agent may, but shall not be obligated to, pay the foregoing when due same or any part thereof, and before any Penaltyamounts so paid shall be secured by this Instrument, but may pay the foregoing in permitted installments (whether or not interest accrues and Borrower shall, on the unpaid balance)demand, reimburse Administrative Agent for all amounts so paid. Notwithstanding the foregoing, there Borrower may contest any taxes, water charges, sewer rents and assessments, levies, permit fees, inspection and license fees, and all other charges imposed upon or assessed against the Secured Property so long as Borrower has notified Administrative Agent in writing prior to doing so and so long as Borrower does so in good faith and in accordance with the procedures established for such protest and/or contest pursuant to Applicable Law, during which time the foregoing requirement shall be excluded from the definition of Taxesabated with respect to taxes, assessments and/or charges being protested and/or contested, and Tenant no Event of Default shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunderthen exist. FurtherAdministrative Agent may, in no event shall Tenant be responsible its reasonable discretion and in a manner so as not to hinder Borrower’s ability to comply with applicable procedure for any assessments in connection with the initial development such protect or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of paymentcontest, Tenant shall pay Landlord an amount equal require Borrower to any Taxes post adequate security or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. Howevera surety bond, nothing in this Lease shall obligate Tenant reasonably satisfactory to pay penalties incurred as a result of Landlord’s failure Administrative Agent, to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any protect Lenders’ interest during such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencycontest.

Taxes and Other Charges. At X. Xxxxxx agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments (including, but not limited to, local improvement district assessments to finance the commencement costs of streets, sewers, traffic lights and other utilities), license fees and other charges of any kind and nature whatsoever, payable as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the Project, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which Landlord estimates will be due and payable for that particular calendar year. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent, at the expiration same time and in the same manner as the payment of Monthly Base Rent as provided herein. The amount of the Terminitial monthly Escrow Payment will be specified in the Basic Lease Information. The initial Escrow Payment is based upon Tenant's proportionate share of the estimated Charges for the year in question, all Taxes and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's total Escrow Payments are less than Tenant's actual proportionate share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay and discharge (including to Landlord upon demand the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to difference; if the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses Tenant's total Escrow Payments are more than Tenant's actual proportionate share of the Business or any portion Charges, Landlord shall retain such excess and credit it to Tenant's Escrow Payment account for the successive year's Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and all other charges, obligations or deposits assessed against any portion the denominator of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by total applicable gross leasable square footage or such other equitable apportionment as Landlord prior to delinquencymay adopt.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“"Penalty”"), (a) “"Taxes”", consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant's interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates or other similar taxes attributable to Landlord, all of which shall be paid by Landlord)], and (b) “"Other Charges”", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the TermTerm with respect to the use or operation of the Premises. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s 's written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Master Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result whether arising from the sole liability of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to Landlord or the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to joint liability of the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyparties.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant Sublessee shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of LandlordSublessor’s written notice of payment, Tenant Sublessee shall pay Landlord Sublessor an amount equal to any Taxes or Penalty that Landlord Sublessor HNZW/492594_3.doc (Eaglewood SNF) at any time is assessed or otherwise becomes responsible and for which Tenant Sublessee is liable under this LeaseSublease. However, nothing in this Lease Sublease shall obligate Tenant Sublessee to pay penalties incurred as a result of LandlordSublessor’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencySublessee.

Taxes and Other Charges. At Lessee agrees to comply with all laws, regulations and governmental orders related to this Lease and to the commencement Equipment and at the expiration of the Termits use or possession, and to pay when due, and to defend and indemnify Lessor against liability for all Taxes license fees, assessments, and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowsales, Tenant shall pay and discharge (including the filing of all required returns)use, prior to delinquency or imposition of any fineproperty, penaltyexcise, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property privilege and other taxes and assessments levied (including any related interest or assessed penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the Premisesmanufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall at Lessor's option become immediately due from Lessee to Lessor. If any Lease Schedule is denominated as a "TRUE LEASE SCHEDULE," then, with respect to the Equipment set forth on such True Lease Schedule, Lessee and Lessor anticipate that Lessor shall be entitled to the following tax benefits (the "TAX BENEFITS"): Lessor will be entitled to cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the "CODE"), using a 200% declining balance method of depreciation switching to the straight line method for the first taxable year for which such method will yield larger depreciation deductions, and (bassuming a half-year convention and zero salvage value for the applicable recovery period for such Equipment as set forth in the True Lease Schedule with respect to such Equipment. With respect to Equipment set forth on any such True Lease Schedule, Lessee agrees that: Lessee will not claim that Lessee is the owner of the Equipment subject thereto or that Lessee is master equipment lease agreement otherwise entitled to all or any of the Tax Benefits; Lessee will not take any action inconsistent with Lessor's anticipated Tax Benefits; and the Equipment will not constitute "public utility property" or "tax-exempt use property" within the meaning of Sections 168(i)(10) “Other Charges”or 168(h) of the Code. If, consisting as the result of any utilities and other costs and expenses act, omission and/or misrepresentation of the Business Lessee, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Premises Tax Benefits with respect to the Equipment, or there shall be included in Lessor's gross income for Federal, state or local income tax purposes any amount on account of any addition, modification or improvement to or in respect of any of the Equipment made or paid for by Lessee (any loss, disallowance, recapture, delay or inclusion being herein called a "TAX LOSS"), Lessee shall reimburse Lessor for such Tax Loss in the manner provided for in this Section 7. Lessee shall not have any liability to Lessor for indemnification hereunder for any Tax Loss with respect to a Lease resulting from one or more of the following: (i) any voluntary transfer or other disposition by Lessor of any of its interests in the Lease or the Equipment; (ii) Lessor's failure to claim or follow the proper procedure in claiming any Tax Benefit in a proper and timely manner; and (iii) Lessor's failure to have sufficient income to utilize any Tax Benefit. A Tax Loss shall be deemed to have occurred if either (a) a deficiency shall have been proposed or a claim has been made that a Tax Loss has so occurred by the Internal Revenue Service or other taxing authority having jurisdiction, or (b) independent tax counsel ("TAX COUNSEL") selected by Lessor and acceptable to Lessee (which acceptance shall not be unreasonably withheld or delayed by Lessee) has rendered an opinion to Lessor that such Tax Loss has so occurred. Lessor shall use its best efforts to promptly provide written notice to Lessee that a Tax Loss has occurred. Provided that no Event of Default has occurred and is continuing, upon Lessee's written request (received not more than 30 days following Lessor's written notice to Lessee of the occurrence of such Tax Loss) and concurrent written agreement to pay Lessor for any liability associated with such Tax Loss in accordance with the provisions hereof and to pay for all other charges, obligations costs and expenses as and when the same shall become due related to the contest of all or deposits assessed against any portion of any such Tax Loss (a "CONTESTED MATTER"), and if in the Premises during opinion of Tax Counsel a reasonable basis for the Termcontest of such Contested Matter exists that is more likely than not to succeed, then Lessor shall pursue the contest of such Contested Matter in such forum as Lessor shall select, considering in good faith such request as Lessee may make concerning the most appropriate forum in which to proceed. Tenant Lessor shall not be obligated to take any such legal or other appropriate action with respect to a Contested Matter if Lessor notifies Lessee in writing at any time that Lessor waives its right to any indemnity payment from Lessee hereunder with respect to such Contested Matter. The action to be taken may, in Lessor's sole discretion reasonably exercised, be commenced prior to making payment of any tax, interest and/or penalty attributable to such Contested Matter (a "TAX PAYMENT") or after making such Tax Payment and then seeking a refund. If Lessor takes such action prior to making such Tax Payment, the indemnity amounts payable under this Section 7 with respect to the Contested Matter need not be paid by Lessee while such action is pending, provided that Lessee shall pay the foregoing costs and expenses relating to such action as and when due and before any Penaltythe same shall become due. In such case, but may pay if the foregoing in permitted installments Final Determination (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there hereinafter defined) of a Contested Matter shall be excluded from adverse to Lessor, the definition indemnity amounts payable under this Section 7 with respect to a Contested Matter shall be computed by Lessor as of Taxesthe date of such Final Determination, Lessor shall notify Lessee in writing of such computation, and Tenant Lessee shall not make the indemnity payments required in accordance with this Section 7. If Lessor determines to make such Tax Payment prior to pursuing a Contested Matter and to then seek a refund, Lessee will advance to Lessor, as an interest-free loan or loans, and without any additional net-after-tax cost to Lessor, amounts equal to the amount of such Tax Payment attributable to such Contested Matter. If Lessor seeks a refund after making such Tax Payment, and if the Final Determination shall be responsible for payingin favor of Lessor, (i) no further payments shall be due hereunder in respect of such Contested Matter (or an appropriate reduction shall be made if the Final Determination is partly in favor of and partly adverse to Lessor) other than any income taxesoutstanding costs or expenses incurred by Lessor with respect to such Contested Matter, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten and (10ii) days of its receipt of Landlord’s written notice of payment, Tenant Lessor shall pay Landlord to the Lessee an amount equal to the amounts theretofore paid by Lessee to Lessor in respect of such Tax Payment (or a proportionate part thereof if the Final Determination is partly in favor of and partly adverse to Lessor) on or before the next succeeding Rent Payment Date (or within thirty (30) days from such Final Determination, if there is no succeeding Rent Payment Date), together with the amount of any Taxes penalty or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant interest actually refunded to pay penalties incurred Lessor as a result of Landlord’s failure such Final Determination. If the Final master equipment lease agreement Determination of such Contested Matter shall be adverse to timely forward bills to Tenant. Notwithstanding anything Lessor, the indemnity amounts payable under this Section 7 with respect to the contrary contained hereinContested Matter shall be computed by Lessor as of the date of such Final Determination, Tenant Lessor shall notify Lessee in writing of such computation and, Lessee shall make the indemnity payments required in accordance with this Section 7. A "FINAL DETERMINATION," for the purposes of this Section 7 means (i) the occurrence of a Tax Loss which is not contested or ceases to be responsible for any Taxes or Other Charges which accrue prior contested at the request of Lessee in accordance with the provisions of this Section 7, (ii) a final decision of a court of competent jurisdiction after all allowable appeals have been exhausted by either party to the Commencement Dateaction, it being understood or (iii) a determination within the meaning of Section 1313(a) of the Code. Subject to the foregoing provisions relating to prepayment of Tax Payments, upon a Final Determination of a Tax Loss, Lessee shall reimburse Lessor for such Tax Loss by payment of equal periodic payments over the then remaining Lease Term with respect to the Equipment related to such Tax Loss with each Rental Payment due and payable with respect to such Equipment, after deduction of all taxes required to be paid by Lessor with respect to the receipt of such periodic payments, in an amount sufficient to provide Lessor with the amounts necessary to maintain Lessor's after-tax economic yield and overall net after-tax cash flows for the entire Lease Term at least at the same level that would have been available if such Tax Loss had not occurred, plus any interest, penalties or additions to tax that may be imposed in connection with such Taxes or Other Charges Tax Loss. The foregoing indemnities and covenants set forth in this Section 7 shall be the responsibility of continue in full force and effect and shall be promptly paid by Landlord prior to delinquencysurvive the expiration or earlier termination of the Lease.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant Sublessee shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of LandlordSublessor’s written notice of payment, Tenant Sublessee shall pay Landlord Sublessor an amount equal to any Taxes or Penalty that Landlord Sublessor at any time is assessed or otherwise becomes responsible and for which Tenant Sublessee is liable under HNZW/493109_4.doc/3583-95 (Greenfield) Exhibit 99.4 this LeaseSublease. However, nothing in this Lease Sublease shall obligate Tenant Sublessee to pay penalties incurred as a result of LandlordSublessor’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencySublessee.

Taxes and Other Charges. At A. Tenant agrees to pay its proportionate share of any and all real xxx personal property taxes, regular and special assessments, license fees, public service impact fees and other charges of any kind and nature whatsoever, payable by Landlord (with the commencement exception of any income taxes incurred by Landlord) as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Any lump sum public service impact fees paid by Landlord shall be amortized over ten (10) years at interest not to exceed twelve percent (12%) per annum, and equal installments of such fee, together with interest accrued thereon, shall be payable monthly as a portion of the Charges. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under the Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent at the expiration same time and in the same manner as the payment of monthly rental as provided herein. The amount of the Term, all Taxes and Other Charges Initial Monthly Escrow Payment will be specified in the Basic Lease Information. The Initial Escrow Payment is based upon Tenant's proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's total Escrow Payments are less than Tenant's actual pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay and discharge (including to Landlord upon demand the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to difference; if the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses Tenant's total Escrow Payments are more that Tenant's actual pro rata share of the Business or any portion Charges, Landlord shall retain such excess and credit it to Tenant's Escrow Payment account for the successive year's Charges. Tenant's proportionate share of the Charges shall be computed by multiplying the Charges by a fraction, the numerator of which shall be the number of gross leasable square feet of floor space in the Premises and all other charges, obligations or deposits assessed against any portion the denominator of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall total applicable gross leasable square footage; or such other equitable apportionment as may be promptly paid by Landlord prior to delinquencyadopted.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all ----------------------- Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s 's obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 5.2 below, Tenant shall pay ----------- and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”"PENALTY") (excluding any Penalty payable by Landlord pursuant to Section 5.2 ----------- below), (aA) “Taxes”"TAXES", consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease, any portion of the Premises or Landlord, with respect to the Premises [including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax (including, without limitation, any rental tax that may at any time be imposed by the State of Georgia) or other excise taxes, and other assessments levied or assessed against the Premises, Tenant's interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)], and (bB) “Other Charges”"OTHER CHARGES", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s 's written notice of paymentpayment from a source other than the amounts impounded by Tenant with Landlord pursuant to Section 5.2, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Master Lease, whether arising from the sole liability of Landlord or the joint liability of the parties. HoweverPROTESTS. Tenant has the right, nothing but not the obligation, in this Lease shall obligate Tenant good faith to pay penalties incurred as -------- protest or contest (a result "PROTEST") in whole or in part (A) the amount or payment ------ of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior and (B) the existence, amount or validity of any Lien (as defined in Section 8.1) by appropriate proceedings sufficient to - ----------- prevent its collection or other realization and the Commencement Datesale, forfeiture or loss of any portion of the Premises or Rent to satisfy it being understood that (so long as it provides Landlord with reasonable security to assure the foregoing). Tenant shall diligently prosecute any such Taxes or Protest at its sole cost and expense and pay such Taxes, Other Charges shall be or Lien before the responsibility imposition of and shall be promptly paid by any Penalty. Landlord prior to delinquencywill cooperate fully in any Protest that involves an amount assessed against it.

Taxes and Other Charges. At Sellers shall be responsible for the commencement timely preparation and at filing of all Tax Returns of or with respect to the Marker Group Companies required to be filed on or before the Closing Date. Purchasers shall be responsible for the preparation and filing of all Tax Returns of or with respect to the Marker Group Companies required to be filed after the Closing Date. Purchasers shall have the right to review Tax Returns required to be filed between signing of this Agreement and Closing and Sellers shall have the right to review material Tax Returns required to be filed after Closing for taxable periods ending on or before the Closing Date or Straddle Periods prior to their filing. Each of Sellers and Purchasers and their respective Affiliates shall cooperate fully, as and to the extent reasonably requested by the other Party and as set forth in art. VI.E, in connection with the filing of Tax Returns and any audit or proceedings with respect to Taxes, such cooperation including the obligation to submit to the other Party all correspondence and documents which a Party intends to submit to a Governmental Entity and the taking into account of all reasonable comments made by the other Party. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to any such filing, audit or proceedings and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Party agrees to retain all of its books and records with respect to Tax matters pertinent to the business of the other Party relating to any taxable period beginning before the Closing Date until the expiration of the Termstatute of limitations (and any extensions thereof) relating to Tax and penalty proceedings of the respective taxable periods, and to abide by all Taxes and Other Charges shall be proratedrecord retention agreements entered into with any Governmental Entity. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Any Swiss Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when charges which become due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction transfer of the Facility. Within ten Shares shall be at the charge of Sellers; all other transfer Taxes (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything subject to the contrary contained hereinprovisions set forth in the preceding paragraph) which become due in connection with the transactions contemplated hereby or by the Ancillary Documents shall be borne one-half by Purchasers and one-half by Sellers. Until the fifth anniversary of the Closing Date, Tenant Purchasers shall not be responsible for perform any Taxes or Other Charges which accrue prior to of the Commencement Datefollowing transactions, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquency.unless Sellers consent thereto in writing:

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Sublessor shall promptly forward to Tenant Sublessee and Facility Mortgagee copies of all bills and payment receipts for Taxes or Other Charges received by itit to enable payment thereof prior to the imposition of penalties and interest. Subject Sublessee shall not be penalized for delays by Sublessor in the forwarding of such to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant Sublessee and Facility Mortgagee. Sublessee or Facility Mortgagee (as applicable) shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”)) provided that Sublessee and Facility Mortgagee timely receive such bills as aforesaid, (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed accruing during the Term of this Sublease with respect to the PremisesPremises (but not such Taxes accruing prior to or after the Term of this Sublease, even if due and payable during the Term of this Sublease), and the same shall be apportioned for the first lease year for the period after the Commencement Date and the last lease year for the period prior to the Termination Date (b) excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Sublessor), provided such are received in a timely manner that provides Sublessee reasonable time to ensure such payments are made timely. For the avoidance to doubt, the parties acknowledge that Taxes are paid in arrears and the escrow of Taxes by Sublessee will be based on the Taxes payable only during the term of this Sublease, i.e., Sublessee’s obligation to pay Taxes will commence with the tax xxxx issued for the last half of 2018 (payable in July, 2019), as prorated based on the Commencement Date. Sublessee will escrow payments of Taxes prior to such July, 2019 due date as hereinabove provided. Sublessor acknowledges that all Taxes for the period prior to the Commencement Date shall be the Exiting Operator’s responsibility. Sublessee shall promptly pay and discharge “Other Charges”, consisting of any utilities and other costs and expenses of Sublessee’s operation of the Business Facility or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises accruing during the TermTerm of this Sublease with respect to of Sublessee’s operation of the Premises. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant Sublessee shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue accruing prior to or after the Term of this Sublease, even if due and payable during the Term of this Sublease, and the same shall be apportioned for the first lease year for the period after the Commencement Date and the last lease year for the period prior to the Commencement Termination Date. Notwithstanding any provision of this Section 5, it being understood that any such to the extent Sublessee has funded Taxes or Other Charges in accordance with Section 5.2 below, Facility Mortgagee shall be timely pay all Taxes to the responsibility extent of and shall be promptly paid the impound held by Landlord prior to delinquencyFacility Mortgagee.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord Mortgagor shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including all taxes, assessments, water and sewer rents, and other governmental charges imposed upon the filing of all required returns)Property when due, prior to delinquency or imposition of any fine, penalty, but in no event after interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied penalties commence to accrue thereon or assessed with respect to become a lien upon the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance)Property. Notwithstanding the foregoing, there Mortgagor shall have the right to contest, at its own expense, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity of such taxes, assessments, water and sewer rents, or other governmental charges, provided that: (a) Mortgagor has either deposited with the tax collectors or, at the option of Mortgagee, established on its books or by deposit of cash with Mortgagee a reserve for the payment thereof in such amount as the tax collector or Mortgagee may require; and (b) such contest operates to prevent collection, stay any proceedings which may be excluded instituted to enforce payment of such item, and prevent a sale of the Property to pay such item. Mortgagor shall promptly provide to Mortgagee, upon request, copies of receipted tax bills, canceled checks or other evidence satisfactory to Mortgagee evidencing that such taxes, assessments, water and sewer rents, and other governmental charges have been timely paid. Mortgagor shall not claim or demand or be entitled to any credit on account of the Liabilities for any part of the taxes paid with respect to the Property or any part thereof and no deduction shall otherwise be made or claimed from the definition taxable value of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxesor any part thereof, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction by reason of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyMortgage.

Taxes and Other Charges. At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property taxes, provider taxes (i.e. “bed taxes”) and other taxes and assessments levied or assessed with respect to the PremisesPremises (excluding income taxes, franchise taxes, estate taxes, transfer taxes and/or gross receipts taxes that may be imposed upon Landlord), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business Facilities or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained hereinXxxx XXXX/ Xxxxxxxx’x xxxxxst, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior promptly provide evidence that all provider taxes (i.e. “bed taxes”) with respect to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyFacilities have been timely paid.

Taxes and Other Charges. At the commencement Property taxes, unmetered water and at the expiration of the Term, all Taxes sewer charges and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations municipal or deposits assessed against governmental assessments of any portion and every nature levied or imposed upon the Project (“Impositions”) that are payable in the year in which the Closing Date occurs (the “Current Tax Year”) (and regardless of whether such Impositions relate to the calendar year of the Premises Closing or years prior to the Closing), shall be apportioned on a per diem basis based upon the number of days in the Current Tax Year prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Buyer); provided, however, that there shall be no adjustment of Impositions payable by any tenant directly to the taxing authority under any Lease. Buyer acknowledges that property taxes payable in the current year relate to assessments for the preceding year, and that only property taxes payable for the year in which Closing occurs are being prorated hereunder and no proration is being made for property taxes payable in any year other than the year in which Closing occurs. Seller has paid all installments of Impositions billed for the Property during 2010 (which were actually the Termtaxes assessed for calendar year 2009). Tenant At Closing Impositions shall be prorated between Seller and Buyer based upon an assumed amount of $7,297,735.85 which is the full amount of Impositions paid in 2010 and Seller shall be credited with any installment payments made by Seller during 2011. Within 30 days following receipt of the final installment of Impositions payable during 2011, Buyer shall provide copies of tax invoices to Seller, along with a reconciliation of the proration at Closing to the actual Impositions paid in 2011. If the credit to Buyer at Closing is less than actual proration, then Seller shall pay the foregoing when due difference to Buyer within 30 days of receipt of the reconciliation and before any Penaltycopies of invoices. If the credit to Buyer at Closing is greater than the actual proration, but may pay then Buyer shall reimburse the foregoing difference to Seller within 30 days of receipt of the final installment of Impositions payable during 2011. Impositions assessed against the Real Property for the calendar year 2011 and subsequent calendar years (i.e., payable in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, calendar year 2012 and Tenant subsequent calendar years) and assessments payable during calendar year 2012 and subsequent calendar years shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of prorated and shall be promptly paid by Landlord prior to delinquencyBuyer when due.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 below, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease, any portion of the Premises or Landlord, with respect to the Premises (including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income of Landlord and any transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates)), and (b) “Other Charges”, consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, ) when due and Tenant shall not be responsible for paying, before any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the FacilityPenalty. Within ten thirty (1030) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Master Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result whether arising from the sole liability of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to Landlord or the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to joint liability of the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly paid by Landlord prior to delinquencyparties.

Taxes and Other Charges. At A. Xxxxxx agrees to pay its proportionate share of any and all real and personal property taxes, regular and special assessments, license fees and other charges of any kind and nature whosoever, payable by Landlord as a result of any public or quasi-public authority, private party, or owner's association levy, assessment or imposition against, or arising out of Landlord's ownership of or interest in, the commencement real estate described in Exhibit "B" attached hereto, together with the building and the grounds, parking areas, driveways, roads, and alleys around the building in which the Premises are located, or any part thereof (hereinafter collectively referred to as the "Charges"). During each month of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of its proportionate share of the Charges which will be due and payable for that particular calendar year. Tenant authorizes Landlord to use the funds deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges. Each Escrow Payment shall be due and payable, as additional rent, at the expiration same time and in the same manner, as the payment as monthly rental as provided herein. The amount of the Terminitial monthly Escrow Payment will be specified in the Basic Lease Information. The initial Escrow Payment is based upon Tenant's proportionate share of the Charges for the year in question, all Taxes and Other Charges the monthly Escrow Payment is subject to increase or decrease as determined by Landlord to reflect an accurate escrow of Tenant's estimated proportionate share of the Charges. The Escrow Payment account of Tenant shall be proratedreconciled annually. Landlord shall promptly forward to Tenant copies If the Tenant's actual Escrow Payments are less than Tenant's pro rata share of all bills and payment receipts for Taxes or Other Charges received by it. Subject to Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowCharges, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), (a) “Taxes”, consisting of any real property and other taxes and assessments levied or assessed with respect to Landlord upon demand the Premises, and (b) “Other Charges”, consisting of any utilities and other costs and expenses difference; if the Tenant's total Escrow Payments are more than Tenant's actual pro rata share of the Business or any portion Charges, the Landlord shall retain such excess and credit it to Tenant's Escrow Payment account for the successive years Charges. Tenant's proportionate share of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay the foregoing in permitted installments (whether or not interest accrues on the unpaid balance). Notwithstanding the foregoing, there shall be excluded from the definition of Taxes, and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be computed by multiplying the responsibility of and Charges by a fraction, the numerator or which shall be promptly paid by Landlord prior to delinquencythe number of gross leaseable square feet or floor space in the premises and the denominator of which shall be the total applicable gross leaseable square footage or such other equitable apportionment as may be adopted.

Taxes and Other Charges. At the commencement and at the expiration end of the Term, all Taxes and Other Charges shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods extending beyond the end of the Term, Landlord shall, within forty-five (45) days of the expiration of the Term, reimburse Tenant for such Taxes and Other Charges, which obligation shall survive the expiration or earlier termination of this Lease. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. At the end of the Term, Subject to Section 5.1 and Landlord’s obligations to make payments from the impound deposits made by Tenant pursuant to Section 6.2 belowTax Impound as defined therein, Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”), ) the following: (ai) “Taxes”, consisting of any property (real property and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises, including, without limitation, any state or county occupation tax, transaction privilege, franchise taxes, business privilege, rental tax or other excise taxes, and other assessments levied or assessed against the Premises, Tenant’s interest therein or Landlord (with respect to this Master Lease and/or the Premises, but excluding any local, state or federal income tax based upon the net income or excess profits of Landlord, any capital gains tax imposed on Landlord in connection with the sale of all or any portion of the Premises to any Person and any transfer tax or stamps for Landlord’s transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), which shall be borne by Landlord, and (bii) “Other Charges”, consisting of any utilities utilities, common area maintenance, and other costs and expenses of the Business and operation, possession or use of any portion of the Premises and all other charges, obligations or deposits assessed against any portion of the Premises during the Term. Tenant shall pay the foregoing when due and before any Penalty, but may pay all of any portion of the foregoing Taxes or the Other Charges in permitted installments (whether or not interest accrues on the unpaid balance)) when due and before any Penalty. Notwithstanding the foregoingTenant will furnish to Landlord, there shall be excluded from the definition promptly after demand therefore, proof of Taxes, payment of Taxes and Tenant shall not be responsible for paying, any income taxes, gross receipts taxes, personal property taxes on the Landlord Personal Property, excess profit taxes, excise taxes, franchise taxes, capital stock taxes, transfer taxes or other taxes or assessments personal in nature to Landlord whether or not based in whole or in part on the Rent payable hereunder. Further, in no event shall Tenant be responsible for any assessments in connection with the initial development or construction of the Facility. Within ten (10) days of its receipt of Landlord’s written notice of payment, Tenant shall pay Landlord an amount equal to any Taxes or Penalty that Landlord at any time is assessed or otherwise becomes responsible and for which Tenant is liable under this Lease. However, nothing in this Lease shall obligate Tenant to pay penalties incurred as a result of Landlord’s failure to timely forward bills to Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for any Taxes or Other Charges which accrue prior to the Commencement Date, it being understood that any such Taxes or Other Charges shall be the responsibility of and shall be promptly are paid by Landlord prior to delinquencyTenant.