Common use of Impositions Clause in Contracts

Impositions. 5.1 The Mortgagor will pay or cause to be paid as and when due and payable, and before they become delinquent, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon the Mortgaged Property, or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay or cause to be paid as and when due all real property taxes and payableassessments, general and special, and before they become delinquentall other taxes and assessments of any kind or nature whatsoever, all Impositions (includ ing, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as such term is defined in subsection 5.4.4 hereof) levied assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Mortgaged Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any part thereof for which the Mortgagor and/or the Mortgaged Propertysuch Imposition is payable, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer payer be paid paid, in installments (whether or not interest shall accrue on the unpaid balance thereof)installments, the Mortgagor Trustor may cause to be paid or to pay the same (and together with any accrued interest on the unpaid balance of such ImpositionImposition in install ments as the same may become due. (b) If under the provisions of any law or ordinance now or hereafter in installments as they fall due effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and before any finemeasured by or based in whole or in part upon the amount of the outstanding Obliga tions, penaltythen all such taxes, further interest assessments or cost may fees shall be added thereto; provided that no Event of Default (deemed to be included within the term "Impositions" as defined in Section 12 subparagraph (a) hereof) , and Trustor shall then exist under this Mortgage pay and that payment in installments would not create discharge or cause to be created paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any Lien such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust. (c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof. (d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the Mortgaged Premises first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or any portion thereof which could other documents relating to Impositions to be levied upon sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the failure due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay a any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then due installment. 5.2 The Mortgagor will be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any taxes obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, stamp taxesany income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, but excluding (a) income taxes assessed use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the United States government or the State of New Jersey or any other State or any political subdivision maturity of any of them, (b) franchise, estate the Obligations or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf to otherwise affect any of the Holders, their successors rights or assigns, by reason powers of the holding of this Mortgage Secured Party hereunder or any of the Securities, as the case may be, or the receipt obligations of the interest payable thereunderTrustor hereunder. 5.3 Unless manifestly erroneous(e) Trustor will pay all taxes, the certificatecharges, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Impositionfiling, which such certificateregistration and recording fees, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due excises and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, levies imposed in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied connection with the provisions recording of subsections 5.4.1 through 5.4.5, inclusive, hereof this Deed of Trust or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would imposed upon Secured Party by reason of such postponement its ownership of this Deed of Trust or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding any mortgage supplemental hereto, and the Mortgagee shall not, by virtue of the contest or proceeding, be in pay any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory Internal Revenue stamp taxes and other taxes required to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest Obligations (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate than taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery Lenders pursuant to Section 2.15 of the financial statements Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and other information required by Section 1009 of the IndentureTrustor shall, Mortgagor shall on demand, reimburse Secured Party for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5said amount.

Impositions. 5.1 The Mortgagor (a) Trustor will pay or cause to be paid as and when due all real property taxes and payableassess ments, general and special, and before they become delinquentall other taxes and assessments of any kind or nature whatsoever, all Impositions (including, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as such term is defined in subsection 5.4.4 hereof) levied assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Mortgaged Property, or arising in respect of the operation, occupancy, use or possession thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any part thereof for which the Mortgagor and/or the Mortgaged Propertysuch Imposition is payable, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer payer be paid paid, in installments (whether or not interest shall accrue on the unpaid balance thereof)installments, the Mortgagor Trustor may cause to be paid or to pay the same (and together with any accrued interest on the unpaid balance of such Imposition) Imposition in installments as they fall due the same may become due. (b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and before any finemeasured by or based in whole or in part upon the amount of the outstanding Obliga tions, penaltythen all such taxes, further interest assessments or cost may fees shall be added thereto; provided that no Event of Default (deemed to be included within the term "Impositions" as defined in Section 12 subparagraph (a) hereof) , and Trustor shall then exist under this Mortgage pay and that payment in installments would not create discharge or cause to be created paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any Lien such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust. (c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof. (d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the Mortgaged Premises first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or any portion thereof which could other documents relating to Impositions to be levied upon sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.11, Secured Party shall pay on or prior to the failure due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay a any amount in excess of the amount deposited pursuant to this Section 1.11. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then due installment. 5.2 The Mortgagor will be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any taxes obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, stamp taxesany income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, but excluding (a) income taxes assessed use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the United States government or the State of New Jersey or any other State or any political subdivision maturity of any of them, (b) franchise, estate the Obligations or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf to otherwise affect any of the Holders, their successors rights or assigns, by reason powers of the holding of this Mortgage Secured Party hereunder or any of the Securities, as the case may be, or the receipt obligations of the interest payable thereunderTrustor hereunder. 5.3 Unless manifestly erroneous(e) Trustor will pay all taxes, the certificatecharges, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Impositionfiling, which such certificateregistration and recording fees, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due excises and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, levies imposed in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied connection with the provisions recording of subsections 5.4.1 through 5.4.5, inclusive, hereof this Deed of Trust or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would imposed upon Secured Party by reason of such postponement its ownership of this Deed of Trust or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding any mortgage supplemental hereto, and the Mortgagee shall not, by virtue of the contest or proceeding, be in pay any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory Internal Revenue stamp taxes and other taxes required to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest Obligations (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate than taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery Lenders pursuant to Section 2.15 of the financial statements Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and other information required by Section 1009 of the IndentureTrustor shall, Mortgagor shall on demand, reimburse Secured Party for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5said amount.

Impositions. 5.1 The Mortgagor (a) Trustor will pay or cause to be paid as and when due all real property taxes and payableassess- ments, general and special, and before they become delinquentall other taxes and assessments of any kind or nature whatsoever, all Impositions (including, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as such term is defined in subsection 5.4.4 hereof) levied assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Mortgaged Property, or arising in respect of the operation, occupancy, use or possession thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any part thereof for which the Mortgagor and/or the Mortgaged Propertysuch Imposition is payable, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer payer be paid paid, in installments (whether or not interest shall accrue on the unpaid balance thereof)installments, the Mortgagor Trustor may cause to be paid or to pay the same (and together with any accrued interest on the unpaid balance of such Imposition) Imposition in installments as they fall due the same may become due. (b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and before any finemeasured by or based in whole or in part upon the amount of the outstanding Obligations, penaltythen all such taxes, further interest assessments or cost may fees shall be added thereto; provided that no Event of Default (deemed to be included within the term "Impositions" as defined in Section 12 subparagraph (a) hereof) , and Trustor shall then exist under this Mortgage pay and that payment in installments would not create discharge or cause to be created paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any Lien such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust. (c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof. (d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the Mortgaged Premises first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or any portion thereof which could other documents relating to Impositions to be levied upon sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.11, Secured Party shall pay on or prior to the failure due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay a any amount in excess of the amount deposited pursuant to this Section 1.11. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then due installment. 5.2 The Mortgagor will be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any taxes obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, stamp taxesany income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, but excluding (a) income taxes assessed use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the United States government or the State of New Jersey or any other State or any political subdivision maturity of any of them, (b) franchise, estate the Obligations or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf to otherwise affect any of the Holders, their successors rights or assigns, by reason powers of the holding of this Mortgage Secured Party hereunder or any of the Securities, as the case may be, or the receipt obligations of the interest payable thereunderTrustor hereunder. 5.3 Unless manifestly erroneous(e) Trustor will pay all taxes, the certificatecharges, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Impositionfiling, which such certificateregistration and recording fees, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due excises and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, levies imposed in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied connection with the provisions recording of subsections 5.4.1 through 5.4.5, inclusive, hereof this Deed of Trust or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would imposed upon Secured Party by reason of such postponement its ownership of this Deed of Trust or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding any mortgage supplemental hereto, and the Mortgagee shall not, by virtue of the contest or proceeding, be in pay any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory Internal Revenue stamp taxes and other taxes required to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest Obligations (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate than taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery Lenders pursuant to Section 2.15 of the financial statements Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and other information required by Section 1009 of the IndentureTrustor shall, Mortgagor shall on demand, reimburse Secured Party for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5said amount.

Impositions. 5.1 The Mortgagor will pay (a) Tenant covenants and agrees to pay, during the Term, as Additional Rent, before any fine, penalty, interest or cause cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, utility bills referred to in Paraxxxxx 0, xxxxxx xxxhting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Premises are subject incurred in the use, occupancy, operation, leasing or possession of the Premises (excluding any income taxes on the Fixed Rent imposed on Landlord, it being the intent of the parties hereto that any tax on the net income derived from the Fixed Rent payable in respect to the Premises imposed by any governmental authority shall be paid as and when due and payableby Landlord), without particularizing by any known name or by whatever name hereafter called, and before they whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforseen, which at any time during the Term may be payable. Tenant shall pay all special (or similar) assessments or installments thereof (including interest thereon) for public improvements or benefits which, during the Term shall be laid, assessed, levied or imposed upon or become delinquent, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied a lien upon the Mortgaged PropertyPremises and which are payable during the Term, or any part thereof for which the Mortgagor and/or the Mortgaged Propertyportion thereof; provided, or any part thereofhowever, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, that if by law any Imposition may special assessment is payable or, at the option of the taxpayer party obligated to make such payment, may be paid in installments (whether or not interest shall accrue on the unpaid balance thereofof such special assessment), the Mortgagor Tenant may cause to be paid or to pay the same (and same, together with any interest accrued interest on the unpaid balance of such Imposition) special assessment in installments as they fall due the same respectively become payable and before any fine, penalty, further interest or cost may be added thereto; provided that no Event thereto for the nonpayment of Default (as defined in Section 12 hereof) any such installment and the interest thereon. Tenant shall then exist under this Mortgage and that payment in installments would not create pay all real estate taxes, whether heretofore or cause to be created any Lien on hereafter levied or assessed upon the Mortgaged Premises Premises, or any portion thereof thereof, which could be levied upon prior to are due and payable during the failure Term. At the end of the Term of the Lease, Tenant's obligation to pay a then due installmentsuch taxes shall be prorated in the event the tax period and the Term are not coextensive. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchiseExcept for any tax on the net income derived from the Fixed Rent, estate if at any time during the Term, any method of taxation shall be such that there shall be levied, assessed or similar taxes based upon or measured by income) imposed on the Mortgagee Landlord, or on its own behalf the Fixed Rent or Additional Rent, or on the Premises, or any portion thereof, a capital levy, gross receipts tax or other tax on the rents received therefrom, or a franchise tax, or an assessment, gross levy or charge measured by or based in whole or in part upon such gross Rents, Tenant, to the extent permitted by law, covenants to pay and on behalf discharge the same, it being the intention of the Holdersparties hereto that the Fixed Rent to be paid hereunder shall be paid to Landlord absolutely net without deduction or charge of any nature whatsoever, their successors foreseeable or assignsunforeseeable, ordinary or extraordinary, or of any nature, kind, or description, except as otherwise expressly provided in this Lease. (c) Tenant covenants to furnish Landlord, within thirty (30) days after the date upon which any Imposition or other tax, assessment, levy or charge is payable by reason Tenant, official receipts of the holding of this Mortgage appropriate taxing authority, or any other appropriate proof satisfactory to Landlord, evidencing the payment of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the same. The certificate, advice or xxxx of bill xx the appropriate official designated by law to make or issue the same or to receive payment or of any Imposition, which such certificate, advice or xxxx indicates the nonpayment of Imposition may be relied upon by Landlord as sufficient evidence that such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxxbill. 5.4 The Mortgagor (d) Upon the occurrence of an Event of Default and after the conclusion of any cure period following an Event of Default hereunder, Tenant shall have the rightpay to Landlord, at MortgagorLandlord's sole costwritten demand, the known or estimated yearly real estate taxes and assessments, payable with respect to the Premises in monthly payments equal to one-twelfth (1/12) of the known or estimated yearly real estate taxes and assessments, next payable with respect to the Premises. From time to time, after giving notice a default hereunder, Landlord may re-estimate the amount of real estate taxes and assessments, and in such event Landlord shall notify Tenant, in writing, of such re-estimate and fix future monthly installments for the remaining period prior to the Mortgagee next tax and assessment due date in an amount sufficient to contest pay the re- estimated amount over the balance of such period after giving credit for payments made by Tenant on the previous estimate. If the total monthly payments made by Tenant pursuant to this Section shall exceed the amount or validityof payments necessary for said taxes and assessments, in whole or in part, of any Imposition, or such excess over $1,000.00 shall be promptly paid to seek a reduction in the valuation Tenant and the balance shall be credited on subsequent monthly payments of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where same nature. However, if the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement total of such contest or proceeding have complied with monthly payments so made under this paragraph shall be insufficient to pay such taxes and assessments when due, then Tenant shall pay to Landlord such amount as may be necessary to make up the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or deficiency. All such deposits made payment of such Imposition unless such payment would operate as by Tenant pursuant to this Paragraph 9(d) shall be deposited in a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company federally insured institution reasonably satisfactory to Landlord and Tenant, and all interest earned thereon shall accrue to the Mortgageebenefit of Tenant. Payment by Tenant of real estate taxes, whereby such surety undertakes to pay such Impositionassessments, interest, penalties and charges (x) in the event that the Mortgagor under this Paragraph shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency be considered as performance of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee obligation under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (aParagraph 9(a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2hereof. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will SECTION 4.1. Tenant covenants and agrees to pay or cause to be paid paid, as and when hereinafter provided, at Tenant's option either to Landlord or to the Governmental Authority or other Person imposing the same or to whom the same may be due and payable, all of the following items (collectively, "IMPOSITIONS") which accrue in or relate to any period beginning on or after the Commencement Date (except to the extent, if any, that any of such items are paid by the Association): (a) Taxes (defined hereinafter) and before they become delinquentreal property assessments, all Impositions (as such term is defined in subsection 5.4.4 hereofb) levied upon personal property taxes, (c) occupancy and rent taxes, (d) water, water meter and sewer rents, rates and charges, (e) excises, (f) levies, (g) license and permit fees, (h) service charges with respect to police protection, fire protection, common area maintenance, sanitation and water supply, if any, (i) Association assessments and charges, and (j) fines, penalties and other similar or like charges applicable to the Mortgaged Property, foregoing and any interest or any part thereof for which costs with respect thereto (only to the Mortgagor and/or extent incurred by reason of Tenant's wrongful act or omission or Tenant's failure timely to pay the Mortgaged Property, same or any part thereof, shall be assessed or chargeable otherwise fully and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) timely to comply with all lease provisions any provision of this Lease), to the extent that at any time during the Term, such items listed in clauses (a) through (j) of this SECTION 4.1 are assessed, levied, confirmed, imposed upon, or contracts relating to payment would grow or become due and payable out of or in respect of, or would be charged with respect to: (A) the Premises or any personal property, Equipment or other facility used in the operation thereof, (B) any document (other than this Lease) by which Tenant directly or indirectly creates or transfers any interest or estate in the Premises, (C) the use and occupancy of the Premises by Tenant or any Person by, through or under Tenant, or (D) the Rental (or any portion thereof) payable by Tenant hereunder. Each such Impositions. Notwithstanding Imposition, or installment thereof, during the foregoingTerm shall be paid at least five (5) days before the last day the same may be paid without fine, if penalty, interest or additional cost; provided, however, that if, by law law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereofof such Imposition), Tenant may exercise the Mortgagor may cause to be paid or option to pay the same (in such installments and any accrued interest on shall be responsible for the unpaid balance payment of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes only (including, without limitation, stamp taxesany interest or late payment charges payable thereon or in connection therewith); provided, but excluding (a) income taxes assessed by however, that all such installment payments relating to periods prior to the United States government or date definitely fixed for the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf expiration of the HoldersTerm shall be made prior to the Expiration Date. SECTION 4.2. If Tenant, their successors or assignsLandlord upon receipt from Tenant, by reason is paying any Imposition directly to the Governmental Authority or other Person imposing the same, then each party, from time to time upon the request of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Impositionother party, shall be prima facie furnish evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), requesting party evidencing the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will 16.1 Tenant agrees to pay to the appropriate taxing authority, all Impositions (as hereinafter defined) and to provide Landlord with proof of the payment thereof upon Landlord's request. Such Impositions shall be paid prior to delinquency. If, at Tenant's option, Tenant pays the Impositions to Landlord rather than to the appropriate taxing authority, Landlord agrees to pay or cause to be paid as all such monies to the appropriate authorities prior to delinquency. 16.2 As used herein the term "Impositions" shall mean: (a) all taxes, assessments, levies, fees, water and when due sewer rents and payablecharges, and before they become delinquentall other governmental charges, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon the Mortgaged Propertygeneral and special, or any part thereof for which the Mortgagor and/or the Mortgaged Propertyordinary and extraordinary, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to pay the same (and any accrued interest on shall have been within the unpaid balance of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf express contemplation of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2parties hereto, together with any additions thereto made pursuant to this subsection 5.4.2interest and penalties thereon, shall be held in trust and, at the request which are imposed or levied upon or assessed against (i) all or any part of the MortgagorDemised Premises, invested in Collateral Investments (as defined in ii) the Security Agreement)Fixed Minimum Rent, and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals)Additional Rent or other charges payable by Tenant hereunder, or if (iii) this Lease or the Mortgagor should so electleasehold estate created hereby; (b) any gross receipts, at any time prior theretogross income, rental income or similar taxes which fail to take into account deductions with respect to the Mortgagor shall pay the amount of Demised Premises such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, feesdepreciation, interest, penalties taxes or ordinary and necessary business expenses, imposed or levied upon, assessed against or measured solely by the Fixed Minimum Rent, Additional Rent or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect charges to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor Tenant hereunder and any balance remaining shall without regard to other income of Landlord; (c) all sales and use taxes which may be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it levied or provided assessed against or be payable by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, Landlord or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or Tenant on account of the payment, removal leasing or discharge use of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, all or any part of any of the Demised Premises; and (d) all other taxes and charges in the same and or similar categories. Tenant shall not be required to pay any franchise, corporate, capital levy, estate, inheritance, succession, transfer, federal, state, municipal or other income, profit or revenue or similar taxes assessed or imposed against Landlord, the balanceDemised Premises, if anythis Lease or any Fixed Minimum Rent or Additional Rent or other charges due hereunder (other than any gross receipts, shall be returned gross income or similar taxes which fail to take into account deductions with respect to the Mortgagor. The Mortgagor shallDemised Premises such as depreciation, during the continuance of any contest (including appeals) referred to herein interest, taxes or ordinary and at its sole cost and expensenecessary business expenses, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. Ifimposed or levied upon, at any time during the continuance of such proceeding, the Mortgaged Property assessed against or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount measured solely by the surety companyFixed Minimum Rent, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) Additional Rent or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required charges to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery Tenant hereunder, and without regard to other income of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5Landlord).

Impositions. 5.1 The Mortgagor will pay or cause to be paid as and when due and payable, and before they become delinquent, all Impositions All taxes including real estate taxes (as such which term is defined shall include payments in subsection 5.4.4 hereof) levied upon the Mortgaged Property, or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment lieu of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereofreal estate taxes), the Mortgagor may cause to be paid or to pay the same (assessments, levies, license and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due permit fees and before any fineother governmental charges, penaltygeneral and special, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage ordinary and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (includingextraordinary, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf foreseen and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in partunforeseen, of any Impositionkind and nature whatsoever, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance Lease Term may be assessed, levied, confirmed, imposed upon, or may become due and payable out of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit in respect of, or increase become a lien upon, the amount Building Complex (including all improvements thereto), other than: (i) municipal, state and federal income taxes (if any) assessed against Landlord; or (ii) municipal, state or federal capital levy, gift, estate, succession, inheritance or transfer taxes of its letter of credit Landlord; or bond by, such additional amount as the Mortgagee may request to cover payment (iii) corporation excess profits or franchise taxes imposed upon any corporate owner of the items set forth in Building Complex; or (iv) any income, profits or revenue tax, assessment or charge imposed upon the Rent payable by Tenant under this subsection 5.4.2Lease, and upon failure of the Mortgagor so to doprovided, the Mortgagee mayhowever, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, that if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance Lease Term the methods of such proceeding, taxation prevailing at the Mortgaged Property commencement of the Lease Term shall be altered so that in lieu of or as a substitute for the whole or any part thereof is, in the judgment of the Mortgageetaxes, assessments, levies or charges now levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed and imposed a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the rents received therefrom, or measured by or based in any reasonable danger of being soldwhole or in part upon the Building Complex and imposed upon Landlord, forfeited then all such taxes, assessments, levies, impositions or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (charges or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, part thereof so measured or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereofbased, shall be returned deemed to be included within- the term “Impositions” for the purposes hereof. In addition to the Mortgagor so long as foregoing, the term “Impositions” shall include any Event new tax of Default a nature not presently in effect, but which may be hereafter levied, assessed, or imposed upon Landlord or the Building Complex, if such tax shall exist hereunder. The Mortgagee shall act as the holder, in trust, be based solely on or arise out of the moniesownership, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (use or copies thereof) or other proof reasonably satisfactory to the Mortgagee occupation of the payment Building Complex. Landlord shall elect to pay all betterments and special assessments of all real estate taxes within 30 days after over the longest period permitted under applicable law and Impositions shall include only those installments which become due during the Lease Term plus any interest payments due during the same period. In the event the Impositions or any portion thereof are required to abated or reduced for any reason, then there shall be paid by the Mortgagor a readjustment in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge Tenant’s Proportionate Share of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5Impositions.

Impositions. 5.1 The Mortgagor will pay As utilized herein "IMPOSITIONS" shall mean all taxes (including personal property taxes, if any) assessments, water and sewer rents, rates and charges, charges for public utilities, excises, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or cause to be paid as and when become due and payablepayable out of or in respect of, and before they or become delinquenta lien on, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon the Mortgaged Property, Land or Building or any part thereof for which or any appurtenances thereto, any use or occupation of the Mortgagor and/or Land or Building (including sales taxes on lease payments) or such franchises as may be appurtenant to the Mortgaged Propertyuse of the Land or Building; provided, however, that, nothing herein contained shall require Tenant to pay municipal, state or federal income taxes assessed against Landlord, municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of Landlord, or corporation franchise taxes imposed upon any corporate owner of the Land; provided further, however, that if at any time during the Term the methods of taxation prevailing at the execution date of this Lease shall be altered so as to cause the whole or any part of the taxes, assessments, or other Impositions or charges now levied, assessed or imposed on the Land and the Building thereon, in lieu thereof, to be levied, assessed and imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom, or if any such tax, assessment, levy (including but not limited to any municipal, county, state or federal levy), Imposition or charge, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, based in whole or in partpart upon the Land and Building and shall be imposed upon Landlord in lieu of the methods of taxation prevailing at the date of the execution of this Lease, of any Impositionthen all such taxes, assessments, levies, Impositions or charges, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it they are so measured or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if anybased, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required deemed to be paid by included within the Mortgagor in compliance with subsection 5.1 term Impositions for the purposes hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will Tenant covenants to pay throughout the Term, directly to the appropriate Governmental Authority or cause to the appropriate party, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, any and all taxes and amounts payable under a certain Tax Increment Financing Agreement by and between the Landlord and the Tenant dated November 20, 2007 (the “TIF Agreement”), and payments in lieu of taxes required to be paid under any agreement with the Landlord, assessments (including, but not limited to, all assessments for public improvements or benefits, payable during the term of this Lease), water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, licenses and permit and inspection fees and other charges (imposed by a Governmental Authority or otherwise), general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the Term are assessed, levied, confirmed, imposed upon, or grow or become due or payable out of or in respect of, or become a lien on (a) the Land, or (b) any payments reserved or payable hereunder or any other sums payable by the Tenant hereunder, or (c) this Lease or the leasehold estate hereby created, or which arise in respect of the operation, possession, occupancy or use of the Land (all of which taxes, payments in lieu of taxes, assessments, charges, interest, penalties or like charges are sometimes hereinafter referred to collectively as “Impositions” and when due and individually as an “Imposition”); provided, however, that: (i) If, by law, any Imposition is or may be payable, and before they become delinquent, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon the Mortgaged Property, or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid taxpayer, in installments, the Tenant may pay such Imposition in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to pay the same (and with any accrued interest due and payable on the unpaid balance of such the Imposition) in installments and shall pay each such installment as they fall the same respectively becomes due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (includingii) Impositions, without limitation, stamp taxes, but excluding (a) income taxes assessed by whether or not a lien upon the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such ImpositionLand, shall be prima facie evidence that such Imposition is due apportioned between the Landlord and unpaid the Tenant at the time beginning and at the end of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement)Term, and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor Tenant shall pay only such Impositions which are assessed against the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon Land with respect to such Impositionany tax year which falls within the Term. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with The Tenant hereby waives any claim that it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information become exempt from obligations relating to Impositions based upon the same Landlord’s status as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2Governmental Authority. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay or cause to be paid as and when due all real property taxes and payableassessments, general and special, and before they become delinquentall other taxes and assessments of any kind or nature whatsoever, all Impositions (including, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as such term is defined in subsection 5.4.4 hereof) levied assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Mortgaged Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any part thereof for which the Mortgagor and/or the Mortgaged Propertysuch Imposition is payable, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer payer be paid paid, in installments (whether or not interest shall accrue on the unpaid balance thereof)installments, the Mortgagor Trustor may cause to be paid or to pay the same (and together with any accrued interest on the unpaid balance of such ImpositionImposition in install- ments as the same may become due. (b) If under the provisions of any law or ordinance now or hereafter in installments as they fall due effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and before any finemeasured by or based in whole or in part upon the amount of the outstanding Obligations, penaltythen all such taxes, further interest assessments or cost may fees shall be added thereto; provided that no Event of Default (deemed to be included within the term "Impositions" as defined in Section 12 subparagraph (a) hereof) , and Trustor shall then exist under this Mortgage pay and that payment in installments would not create discharge or cause to be created paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any Lien such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust. (c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof. (d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the Mortgaged Premises first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or any portion thereof which could other documents relating to Impositions to be levied upon sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the failure due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay a any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then due installment. 5.2 The Mortgagor will be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any taxes obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, stamp taxesany income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, but excluding (a) income taxes assessed use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the United States government or the State of New Jersey or any other State or any political subdivision maturity of any of them, (b) franchise, estate the Obligations or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf to otherwise affect any of the Holders, their successors rights or assigns, by reason powers of the holding of this Mortgage Secured Party hereunder or any of the Securities, as the case may be, or the receipt obligations of the interest payable thereunderTrustor hereunder. 5.3 Unless manifestly erroneous(e) Trustor will pay all taxes, the certificatecharges, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Impositionfiling, which such certificateregistration and recording fees, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due excises and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, levies imposed in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied connection with the provisions recording of subsections 5.4.1 through 5.4.5, inclusive, hereof this Deed of Trust or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would imposed upon Secured Party by reason of such postponement its ownership of this Deed of Trust or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding any mortgage supplemental hereto, and the Mortgagee shall not, by virtue of the contest or proceeding, be in pay any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory Internal Revenue stamp taxes and other taxes required to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest Obligations (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate than taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery Lenders pursuant to Section 2.15 of the financial statements Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and other information required by Section 1009 of the IndentureTrustor shall, Mortgagor shall on demand, reimburse Secured Party for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5said amount.

Impositions. 5.1 The Mortgagor (a) To the extent the Trustor is obligated to do so under the Lease or as a matter of law, and subject to Trustor's rights to contest payment of taxes and assessments, Trustor will pay or cause to be paid as and when due all real property taxes and payableassessments, general and special, and before they become delinquentall other taxes and assessments of any kind or nature whatsoever, all Impositions (including, without limitation, public, governmental or non-governmental levies, assessments or charges, such as such term is defined in subsection 5.4.4 hereof) levied assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Mortgaged Property, or arising in respect of the operation, occupancy, use or possession thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any part thereof for which the Mortgagor and/or the Mortgaged Propertysuch ----------- Imposition is payable, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer payer be paid paid, in installments (whether or not interest shall accrue on the unpaid balance thereof)installments, the Mortgagor Trustor may cause to be paid or to pay the same (and together with any accrued interest on the unpaid balance of such Imposition) Imposition in installments as they fall due the same may become due. (b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Beneficiary and before any finemeasured by or based in whole or in part upon the amount of the outstanding Obligations, penaltythen all such taxes, further interest assessments or cost may fees shall be added thereto; provided that no Event of Default (deemed to be included within the term "Impositions" as defined in Section 12 subparagraph (a) hereof) , and Trustor shall then exist under this Mortgage pay and that payment in installments would not create discharge or cause to be created any Lien paid and discharged the same as herein provided or shall reimburse or otherwise compensate Beneficiary for the payment thereof; provided, however, that Trustor shall have no obligation to pay or discharge taxes which may be imposed on the Mortgaged Premises Beneficiary's net income. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Beneficiary for the payment of such tax, assessment or fee, then, at the option of Beneficiary, Beneficiary may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Beneficiary to exercise any portion thereof which could of the remedies set forth in this Deed of Trust. (c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Beneficiary, at the request of Beneficiary and within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Beneficiary, evidencing the payment thereof. (d) If an Event of Default shall occur and be levied upon continuing, at the request of Beneficiary, Trustor shall pay to Beneficiary on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Beneficiary to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Beneficiary. Provided Trustor has deposited sufficient funds with Beneficiary pursuant to this Section 1.12, Beneficiary shall pay on or prior to the failure due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Beneficiary to be deemed a trustee of said funds or obligate Beneficiary to pay a any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Beneficiary are or will be insufficient to pay such amounts as may then due installment. 5.2 The Mortgagor will be due, Beneficiary shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Beneficiary. Should Trustor fail to deposit with Beneficiary sums sufficient to fully pay such Impositions when due, Beneficiary may, at Beneficiary's election, but without any taxes obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Beneficiary for said amount. Should an Event of Default occur and be continuing hereunder, Beneficiary may, at any time at Beneficiary's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, stamp taxesany income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 4.03 hereof as if the same were proceeds of sale. The receipt, but excluding (a) income taxes assessed use or application of any such sums paid by Trustor to Beneficiary hereunder shall not be construed to affect the United States government or the State of New Jersey or any other State or any political subdivision maturity of any of them, (b) franchise, estate the Obligations or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf to otherwise affect any of the Holders, their successors rights or assigns, by reason powers of the holding of this Mortgage Beneficiary hereunder or any of the Securities, as the case may be, or the receipt obligations of the interest payable thereunderTrustor hereunder. 5.3 Unless manifestly erroneous(e) Trustor will pay all taxes, the certificatecharges, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Impositionfiling, which such certificateregistration and recording fees, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due excises and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, levies imposed in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied connection with the provisions recording of subsections 5.4.1 through 5.4.5, inclusive, hereof this Deed of Trust or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with imposed upon the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would Bank Creditors by reason of such postponement their ownership of this Deed of Trust or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding any mortgage supplemental hereto, and the Mortgagee shall not, by virtue of the contest or proceeding, be in pay any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory stamp taxes and other taxes required to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest Obligations (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate than taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery Banks Creditors pursuant to Section 2.20 of the financial statements Credit Agreement); provided, however, that Trustor shall have no obligation to pay or discharge taxes which may be imposed on the Beneficiary's net income. In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Beneficiary, then Beneficiary shall have the right, but shall not be obligated to, pay the amount due and other information required by Section 1009 of the IndentureTrustor shall, Mortgagor shall on demand, reimburse Beneficiary for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5said amount.

Impositions. 5.1 The Mortgagor will pay (a) Trustor shall pay, or cause to be paid paid, prior to delinquency, all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, (including, without limitation, non-governmental levies or assessments such as maintenance charges, levies, or charges resulting from covenants, conditions and when restrictions affecting the Trust Estate) that are assessed or imposed upon the Trust Estate or become due and payablepayable and that create, and before they become delinquentmay create, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied or appear to create a lien upon the Mortgaged PropertyTrust Estate (the above are sometimes referred to herein individually as an “Imposition” and collectively as “Impositions”), or any part thereof for which the Mortgagor and/or the Mortgaged Propertyprovided, or any part thereofhowever, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, that if by law any Imposition is payable, or may at the option of the taxpayer be paid paid, in installments (whether or not interest shall accrue on the unpaid balance thereof)installments, the Mortgagor Trustor may cause to be paid or to pay the same (and or cause it to be paid, together with any accrued interest on the unpaid balance of such Imposition) , in installments as they fall the same becomes due and before any fine, penalty, further interest interest, or cost may be added thereto; provided that no Event thereto for the nonpayment of Default any such installment and interest. (b) If at any time after the date hereof there shall be assessed or imposed a fee, tax, or assessment on Beneficiary which is measured by or based in whole or in part upon this Deed of Trust or the outstanding amount of the Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term “Impositions” as defined in Section 12 hereof1.8(a) and Trustor shall then exist under this Mortgage pay and that discharge the same as herein provided with respect to the payment in installments would not create or cause of Impositions. If Trustor fails to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon pay such Impositions prior to delinquency, Beneficiary may, at its option, declare all or part of the failure to pay Obligations, immediately due and payable. If Trustor is prohibited by law from paying such Impositions, Beneficiary may, at its option, declare all or part of the Obligations due and payable on a then due installmentdate which is not less than six (6) months from the date such prohibition is imposed on Trustor. 5.2 The Mortgagor will pay (c) Subject to the provisions of Section 1.8(d) and upon request by Beneficiary, Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid payable by Trustor official receipts of the appropriate taxing authority, or other proof satisfactory to Beneficiary, evidencing the payment thereof. (d) Trustor shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate proceedings, but this shall not be deemed or construed in any way as relieving, modifying, or extending Trustor’s covenant to pay any such Imposition at the time and in the manner provided in this Section 1.8, unless Trustor has given prior written notice to Beneficiary of Trustor’s intent to so contest or object to an Imposition, and unless, in Beneficiary’s absolute and sole discretion, (i) Trustor shall demonstrate to Beneficiary’s satisfaction that the proceedings to be initiated by Trustor shall conclusively operate to prevent the sale of the making Trust Estate or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of or interest therein to satisfy such postponement or deferment be in danger of being forfeited or lost Imposition prior to final determination of such contest proceedings, (ii) Trustor shall furnish a good and sufficient bond or proceeding surety as requested by and satisfactory to Beneficiary, or (iii) Trustor shall demonstrate to Beneficiary’s satisfaction that Trustor has provided a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale. (e) Upon the Mortgagee occurrence and during the continuation of an Event of Default and upon request by Beneficiary, Trustor shall notpay to Beneficiary an initial cash deposit in an amount adequate to pay all Impositions for the ensuing tax fiscal year and shall thereafter continue to deposit with Beneficiary, by virtue in monthly installments, an amount equal to one-twelfth (1/12) of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions sum of the first paragraph annual Impositions reasonably estimated by Beneficiary, for the purpose of Section 5.4paying the installment of Impositions next due (funds deposited for this purpose are referred to as “Impositions Impounds”). In such event, the Mortgagor Trustor further agrees to cause all bills, statements, or other documents relating to Impositions to be sent or mailed directly to Beneficiary. Upon receipt of such bills, statements, or other documents, and providing there are sufficient Impositions Impounds, Beneficiary shall either have (a) deposited with the Mortgagee in trust the amount (at the option timely pay such amounts as may be due thereunder out of the Mortgagor in cash Impositions Impounds. If at any time and for any reason the Impositions Impounds are or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might will be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes insufficient to pay such Impositionamounts as may then or subsequently be due, interestBeneficiary may notify Trustor and upon such notice Trustor shall deposit immediately an amount equal to such deficiency with Beneficiary. Notwithstanding the foregoing, penalties and charges (x) in the event that the Mortgagor nothing contained herein shall fail cause Beneficiary to be deemed a trustee of Impositions Impounds or to be obligated to pay the same upon the final disposition any amounts in excess of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor funds deposited with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made Beneficiary pursuant to this subsection 5.4.2Section 1.8(e) Beneficiary may commingle Impositions Impounds with its own funds and shall not be obligated to pay any interest on any Impositions Impounds. Beneficiary may reserve for future payment of Impositions such portion of Impositions Impounds as Beneficiary may in its absolute and sole discretion deem proper. If Trustor fails to deposit with Beneficiary sums sufficient to fully pay such Impositions at least thirty (30) days before delinquency thereof, shall be held in trust andBeneficiary may, at the request of the MortgagorBeneficiary’s election, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of but without any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor obligation so to do, advance any amounts required to make up the Mortgagee maydeficiency, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balancewhich advances, if any, shall be returned secured hereby and shall be repayable to Beneficiary upon demand together with interest thereon at the Agreed Rate from the date of such advance, or at the option of Beneficiary the latter may, without making any advance whatever, apply any Impositions Impounds held by it upon any of the Obligations in such order as Beneficiary may determine, notwithstanding that such Obligations may not yet be due. (f) Trustor shall not initiate or suffer to occur or exist the joint assessment of any real and personal property included in the Trust Estate or any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied, or charged to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same Trust Estate as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2single lien. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will (a) Grantor shall pay or cause to be paid as and paid, when due and payablebefore any fine, penalty, interest, or cost attaches thereto, all taxes, assessments, utility charges, and before they become delinquentall other governmental or nongovernmental charges or levies now or hereafter assessed or levied against any part of the Property (including, all Impositions (as such term is defined in subsection 5.4.4 hereofwithout limitation, levies or charges resulting from covenants, conditions and restrictions affecting the Property) levied or upon the Mortgaged Propertylien or estate of the Beneficiary therein (collectively, or any part thereof for which the Mortgagor and/or the Mortgaged Property“Impositions”); provided, or any part thereofhowever, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, that if by law any Imposition such imposition may at the option of the taxpayer be paid in installments (installments, whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor Grantor may cause to be paid or to pay the same in installments (and any together with accrued interest on the unpaid balance of such Impositionthereof) in installments as they fall due and the same become due, before any fine, penalty, further interest or cost may be added attaches thereto; provided that no Event of Default (as defined in Section 12 hereof) . Grantor shall then exist under this Mortgage and that payment in installments would not create also pay when due all claims for labor, materials, or cause to be created any Lien supplies that, if unpaid, might become a lien on the Mortgaged Premises Property or any portion thereof which could be levied upon prior to the failure to pay a then due installmentthereof. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchiseShould Grantor be in default under the Note or this Deed of Trust, estate Beneficiary, at its option, may engage Ticor Realty Tax Service (or similar taxes based upon or measured other realty tax payment monitoring service Beneficiary shall select) to monitor, for the balance of the term of the Note, the payments made by income) imposed Grantor on the Mortgagee real estate taxes due on the Property. Grantor shall reimburse Beneficiary on demand, the charges for such service. If not so paid, such charges shall be deemed an advancement by the Beneficiary as provided for in Section 1.9(d) and shall bear interest accordingly. (c) Grantor may, at its own behalf expense and on behalf of the Holdersafter prior notice to Beneficiary, their successors or assignscontest by appropriate legal, by reason of the holding of this Mortgage or any of the Securities, as the case may beadministrative, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneousother proceedings conducted in good faith and with due diligence, the certificateamount, advice validity, or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validityapplication, in whole or in part, of any ImpositionImposition or lien therefor or any claim of any laborer, materialmen, supplier or to seek a reduction in the valuation vendor or lien therefor, and may withhold payment of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement same pending completion of such contest or proceeding have complied with proceedings if permitted by law, provided that: (i) such proceedings shall suspend collection from the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with Property; (ii) neither the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment nor interest therein will be in danger of being forfeited sold, forfeited, or lost prior if Grantor pays the amount or satisfies the condition being contested, and Grantor would have the opportunity to final determination do so in the event of such contest or proceeding and Grantor’s failure to prevail in the Mortgagee shall notcontest; (iii) Beneficiary shall, by virtue of the contest or proceedingsuch permitted contest, not be in exposed to any danger risk of any criminal liability and neither the Mortgaged Property nor or any part thereof by any interest therein would be subject to the imposition of any lien civil liability for which the Mortgagor Grantor has not furnished adequate additional security as provided belowin clause (iv) following; and 5.4.2 Subject and (iv) Grantor shall have furnished to the provisions Beneficiary additional security in respect of the first paragraph of Section 5.4, claim being contested or the Mortgagor shall either have loss or damage which may result from Grantor’s failure to prevail in such contest in such form and amount as may be reasonably requested by Beneficiary. (ad) deposited Upon Grantor’s failure to comply with the Mortgagee covenants and agreements contained in trust this Deed of Trust, including without limitation payment of taxes, charges, assessments, insurance premiums, maintenance and repair of the amount (Property and costs incurred for the protection of the Property and Beneficiary’s priority, Beneficiary, without prejudice to any rights given herein, may make advances to perform or cure same in behalf of Grantor; and Grantor hereby agrees to repay all sums so advanced, on written demand, with interest from the date advanced at the option rate of the Mortgagor in cash or in the form of a letter of credit) 12.65% per annum. All sums so contested and unpaidadvanced, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated aforesaid, until paid by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2Grantor, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), immediately due and the interest on such deposits shall payable and be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, added to and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if become a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any indebtedness or obligation secured hereby in such manner or order as Beneficiary may desire or determine, having the benefit of the same lien hereby created as a part thereof and the balance, if any, of its priority; but no such advances shall be returned deemed to the Mortgagorrelieve Grantor from any default hereunder or impair any right or remedy consequent thereto. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment exercise of the Mortgageerights to make advances granted in this paragraph shall be optional with Beneficiary and not obligatory; and Beneficiary shall not, in any reasonable danger of being soldcase, forfeited or lost, the Mortgagee may require, after ten (10) days' notice be liable to the Mortgagor, that the amount theretofore deposited with it be applied Grantor for failure to the payment of exercise any such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2right. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will pay Impositions shall mean all real estate or cause personal property taxes, possessory interest taxes, so-called “linkage payments” made by Landlord with respect to the Building pursuant to that certain Development Impact Project Agreement dated as of June 28, 1985, as amended by that certain First Amendment to Development Impact Project Agreement dated as of May 11, 1988 and as the same may be further amended (provided that if any further amendment increases the amount to be paid by Landlord, such increase shall not constitute an Imposition), or similar charges, business or license taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, assessments, levies, fees or charges, general and special, ordinary and extraordinary, unforeseen as and when due and payablewell as foreseen, and before they become delinquentof any kind (including fees “in-lieu” of any such tax or assessment) payable over the longest permitted period (provided no extra costs are incurred as a result thereof), which are assessed, levied, charged, confirmed or imposed by any public authority upon the Land, the Building, its operations or the Rent (or any portion or component thereof) including in the year paid, all Impositions reasonable fees and costs incurred by Landlord in seeking to obtain an abatement or reduction of, or a limit on any increase, in any taxes, regardless of whether any abatement, reduction or limitation is obtained, but excluding (as such term is defined in subsection 5.4.4 hereofi) levied inheritance or estate taxes imposed upon or assessed against the Mortgaged PropertyBuilding, or any part thereof or interest therein, (ii) taxes computed upon the basis of the net income derived from the Building by Landlord or the owner of any interest therein, (iii) that portion of the items enumerated in this Section which is allocable to the Commercial Section or the Parking Section of the Building and (iv) any involuntary payments which Landlord may agree to make with respect to the Building after the date hereof. Attached hereto as Exhibit J is an itemization of the Impositions for which 1991 and the Mortgagor and/or the Mortgaged Property, or any part respective amounts thereof, shall be assessed or chargeable and will cause tenants under Major Leases (on an annualized basis, which currently relate to the Building. Landlord represents that it is not aware of any other Impositions affecting the Building as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on date hereof; however, Landlord and Tenant acknowledge that said itemization of Impositions may change during the unpaid balance thereof)Term hereof. Upon the written request of Tenant, the Mortgagor may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor Landlord will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) institute such proceedings as it may, in the event that the Mortgagor shall fail its reasonable business judgment, consider appropriate to pay the same upon the final disposition seek an abatement of the contest (including appeals)Impositions, or (y) permit Tenant to institute such proceedings as it may, in its reasonable business judgment, consider appropriate to seek an abatement of the event Impositions, provided that if Landlord reasonably believes that there is not a reasonable probability of success (without regard to the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency impact of such contest or (z) if proceedings upon any building other than the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security AgreementBuilding), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of Landlord may refuse to permit Tenant to institute any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2proceedings. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will 5.1. Master Tenant shall pay or cause to be paid (except as and when due and payableprovided in Section 5.5) as additional Rent, and before they become delinquent, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon the Mortgaged Property, or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto; , or become due or be imposed by operation of law for the non- payment thereof, all Impositions which at any time during the Term of this Agreement may be assessed, levied, imposed upon, or become due and payable out of or in respect of, or become a lien on (b) the Project or any part thereof or (c) any use or occupation of the Project. If Landlord receives any bills for such Impositions, Landlord shall promptly deliver such bills to Master Tenant. To the extent that Master Tenant has paid as additional Rent the amount of any Imposition or anticipated Imposition into any reserve or impound account established by the holder of a Permitted Mortgage (an “Imposition Payment”), Master Tenant shall be entitled to demand and receive funds directly from such reserve or impound account from the holder of the Permitted Mortgage for the payment of the applicable Imposition(s), in each case, subject to the provisions of the Permitted Mortgage. Upon the funding of any Imposition Payment, Master Tenant’s obligation to pay the Imposition corresponding to the Imposition Payment shall be satisfied to the extent of the amount deposited. To the extent any Permitted Mortgage requires an Imposition to be paid into an impound or reserve, Master Tenant shall make such payment. 5.2. If at any time during the Term of this Agreement the methods of taxation prevailing at the Commencement Date shall be altered so as to cause the whole or any part of the Impositions now levied, assessed or imposed on real estate and the improvements thereon to be levied, assessed and imposed wholly or partially as a capital levy or otherwise, on the rents received therefrom, or if as a result of any such alteration of the methods of taxation, any gross receipts or franchise tax (other than income taxes), assessment, levy or other tax or charge shall be measured by or be based, in whole or in part, upon the Project and shall be imposed upon Landlord then all such taxes, assessments, levies or charges so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, and Master Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Each such tax, assessment, levy or charge shall be deemed to be an item of additional Rent hereunder. 5.3. In the case of assessments for local improvements or betterments which may by law be payable in installments, Master Tenant (subject to Section 5.7) shall only be obligated to pay such installments which are currently due or such installments as fall due during the Term of this Agreement, together with interest on deferred payments, provided that no Event Master Tenant shall take such steps as may be prescribed by law to convert the payment of Default (as defined in Section 12 hereof) the assessment into installment payments, and Landlord hereby agrees to cooperate with Master Tenant to effect the same. Such payments of installments and any interest thereon shall then exist under this Mortgage and that be made before any fine, penalty, interest or cost may be added thereto for non-payment in installments would not create or cause to be created of any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay 5.4. Subject to Section 5.5, in any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government suit or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf proceeding arising out of the Holders, their successors or assigns, by reason failure of Master Tenant to keep any covenant in the holding provisions of this Mortgage Section 5, the certificate or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneousdepartment, the certificate, advice officer or xxxx bureau charged with collection of the appropriate official designated by law to make Impositions, showing that the Impositions are due and payable or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Impositionhave been paid, shall be prima facie evidence that such Imposition is Impositions were due and unpaid at payable as a lien or charge against the time of Project or that the making or issuance of same have been paid as such certificate, advice or xxxxby Landlord. 5.4 The Mortgagor 5.5. Master Tenant shall have the right, at Mortgagor's sole cost, after giving prior written notice to the Mortgagee Landlord and with Landlord’s consent, to contest the amount or validity, in whole review by appropriate legal proceedings or in partsuch manner as Master Tenant in Master Tenant’s opinion shall deem advisable (which proceedings or other steps taken by Master Tenant if instituted shall be conducted diligently and solely at Master Tenant’s own expense) any and all Impositions levied, of assessed or imposed against the Project or taxes in lieu thereof required to be paid by Master Tenant, provided that such contest shall not operate to prevent or in any Imposition, way impair or to seek delay a reduction in the valuation sale of the Mortgaged Property Project by Landlord or result in a tax sale of the Project or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted thereof. Landlord, at the request of Master Tenant, will join in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and will execute any agreement in form and substance satisfactory to Landlord in settlement of any of those contests or proceedings and any documents in implementation thereof if it is necessary to do so in order to prosecute such proceeding, but Master Tenant in those circumstances must defend and hold Landlord harmless from and against any and all liability, loss, cost and expense (including without limitation, reasonable attorneys’ fees and expenses) suffered or incurred by Landlord in connection therewith. All payments required to be made by Landlord pursuant to any Impositions shall be reimbursed to Landlord by Master Tenant within thirty (30) days. In any event, no such contest shall defer or suspend Master Tenant’s obligations to pay the Mortgagee shall notImpositions as herein provided, but if by virtue of law it is necessary that such payment be suspended to preserve or perfect Master Tenant’s contest, then the contest or proceedingshall not be undertaken without there being first furnished to Landlord security in form reasonably satisfactory to Landlord, be and in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject an amount sufficient to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaidpay such Impositions, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same thereon upon the final disposition conclusion of the contest (including appeals), and all costs thereof that may be imposed upon Landlord or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement)Project, and the interest on such deposits Master Tenant shall be disposed of as hereinafter provided. Upon the termination of defend and hold Landlord harmless from and against any such proceeding (including appeals)and all liability, loss, cost and expense suffered or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities incurred by Landlord in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, Nothing in this Section 5.5 shall be made in derogation of Landlord’s right to contest or review any Impositions by the Mortgagee out of the amount deposited with it pursuant legal proceedings or in such other manner as may be available to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within Landlord upon ten (10) days after demanddays’ prior written notice to Master Tenant. 5.6. At Landlord’s written request, make an additional deposit ofMaster Tenant shall deliver to Landlord copies of all paid bills or other evidence of payment for Impositions prior to the date any fine, interest or increase cost may be imposed for the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request nonpayment thereof. 5.7. Any Impositions relating to cover payment a fiscal period of the items set forth in this subsection 5.4.2, and upon failure taxing authority occurring at the beginning or end of the Mortgagor so to doTerm of this Agreement, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if only a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any which fiscal period is within the Term of the same and the balancethis Agreement (whether or not such Impositions are assessed, if anylevied, imposed or become a lien or shall be returned to the Mortgagor. The Mortgagor shallbecome payable, during the continuance Term of this Agreement) shall be apportioned and adjusted between Landlord and Master Tenant so that Landlord shall only be responsible in respect to that portion of such Impositions which bear the same ratio to the full Impositions that the part of the fiscal period which falls outside the Term of this Agreement bears to the entire fiscal period. Master Tenant shall be responsible for the Impositions that fall within the Term of this Agreement. 5.8. Landlord hereby designates Master Tenant to act on its behalf, and, during the Term of this Agreement, assigns to Master Tenant Landlord’s rights and interest, subject in all cases to the terms and conditions of the Loan Documents then in effect: (a) to complete, terminate or settle any appeal proceedings pending on the Commencement Date with respect to real estate tax assessments of the Project for periods prior to the Commencement Date, (b) to determine the need to initiate an appeal of any contest real estate tax assessment of the Project with respect to periods prior to or after the Commencement Date, and to complete, terminate or settle any such appeals, and (c) to engage legal counsel in connection with the foregoing, provided, however, that any refunds or settlement monies resulting from such appeals shall be applied as follows: (i) first, to the payment of all attorneys’ fees and costs attendant to such appeals, (ii) second, to any subtenants to the extent such subtenants are entitled to a portion of such refunds or monies under their respective subleases and (iii) third, so long as Master Tenant is not in Default hereunder, to Master Tenant. Master Tenant shall pay all costs, including appealsattorneys’ fees and costs, attendant to such appeals (to the extent not covered by the application of any refunds or settlement monies) referred and Landlord shall have no obligation to herein and at its pay the same. At Master Tenant’s sole cost and expense, provide the Mortgagee Landlord shall cooperate with such information relating Master Tenant to the same as the Mortgagee may reasonably request. Ifextent Landlord’s participation is necessary to initiate, at settle, terminate, extend or amend such appeals or to otherwise secure any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2refunds. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will Tenant shall pay before any fine, penalty, interest, or cause cost may be added thereto for the nonpayment thereof, all real estate, municipal utility district and other similar taxes, assessments, ad valorem taxes (including municipal utility and other similar district taxes), water and sewer charges, vault charges, license and permit fees, dues or assessments, general or special of any association to which the Premises is subject and other governmental levies and charges, general and special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind and nature (collectively "Impositions") which may be paid as and when charged, assessed, levied, imposed upon or become due and payable, and before they become delinquentduring the Term; provided, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon the Mortgaged Propertyhowever, or any part thereof for which the Mortgagor and/or the Mortgaged Propertythat if, or any part thereofby law, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to Tenant shall pay the same (and any accrued interest on the unpaid balance of such Impositionbalance) in installments and shall be required to pay only such installments as they fall may become due during the Term as the same respectively become due and before any fine, penalty, further interest interest, or cost may be added thereto; thereto for nonpayment thereof and provided further, that no Event any Imposition relating to a fiscal period of Default (as defined a taxing authority, a part of which period is included within the Term and a part of which is included in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on a period of time before the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf commencement of the Holders, their successors Term or assigns, by reason of after the holding termination of this Mortgage or any Lease, other than a termination of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law this Lease pursuant to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such ImpositionArticle 18, shall be prima facie evidence that (whether or not such Imposition is due and unpaid at the time of the making or issuance of such certificateshall be assessed, advice or xxxx. 5.4 The Mortgagor shall have the rightlevied, at Mortgagor's sole costconfirmed, after giving notice to the Mortgagee to contest the amount or validityimposed, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same lien upon the final disposition of the contest (including appeals), Premises or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shallbecome payable, during the continuance term of any contest (including appealsthis Lease) referred to herein be appropriately pro rated between Landlord and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2Tenant. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will (a) Except to the extent otherwise permitted under Section 8.06 of the Credit Agreement, the Trustor shall pay or cause to be paid paid, before any fine, penalty, interest or cost attaches thereto, all taxes, assessments, water and sewer rates, utility charges and all other governmental or nongovernmental charges or levies now or hereafter assessed or levied against any part of the Trust Estate (including, without limitation, nongovernmental levies or assessments such as maintenance charges, owner association dues or charges or fees, levies or charges resulting from covenants, conditions and when due and payablerestrictions affecting the Trust Estate) or upon the lien or estate of the Beneficiary or the Trustee therein (collectively, "Impositions"), ----------- as well as all claims for labor, materials or supplies that, if unpaid, might by law become a prior lien thereon, and before they become delinquent, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon within 30 days after request by the Mortgaged Property, Beneficiary or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and Trustee will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to exhibit receipts showing payment of such Impositions. Notwithstanding any of the foregoing; provided, however, that if by law any such Imposition may at the option of the taxpayer be paid in -------- installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor Trustor may cause to be paid or to pay the same in installments (and any together with accrued interest on the unpaid balance of such Impositionthereof) in installments as they fall due and the same respectively become due, before any fine, penalty, further interest penalty or cost may be added attaches thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on To the Mortgagee on its own behalf and on behalf extent not inconsistent with the provisions of Section 8.03 of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneousCredit Agreement, the certificateTrustor at its expense may contest by appropriate legal, advice administrative or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Impositionother proceedings conducted in good faith and with due diligence, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validityvalidity or application, in whole or in part, of any ImpositionImposition or lien therefor or any claims of mechanics, materialmen, suppliers or to seek a reduction vendors or lien thereof, and may withhold payment of the same pending such proceedings if permitted by law, so long as (i) in the valuation case of the Mortgaged Property any Impositions or lien therefor or any portion thereof as assessed for real estate claims of mechanics, materialmen, suppliers or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested vendors or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution lien thereof, in which event such proceedings shall suspend the Mortgagor may postpone or defer payment of such Imposition after compliance with collection thereof from the provisions of subsections 5.4.1 through 5.4.5Trust Estate, inclusive, hereof if: 5.4.1 Neither (ii) neither the Mortgaged Property Trust Estate nor any part thereof would by reason of such postponement or deferment interest therein will be in danger of being sold, forfeited or lost prior to final determination of such contest if the Trustor pays the amount or proceeding satisfies the condition being contested, and the Mortgagee shall notTrustor would have the opportunity to do so, in the event of the Trustor's failure to prevail in the contest, (iii) none of the Beneficiary or the Trustee would, by virtue of the contest or proceedingsuch permitted contest, be exposed to any risk of any civil liability for which the Trustor has not furnished additional security as provided in clause (iv) below, or to any danger risk of criminal liability liability, and neither the Mortgaged Property Trust Estate nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor Trustor has not furnished adequate additional security as provided in clause (iv) below; and 5.4.2 Subject to the provisions , as a result of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited failure to comply with the Mortgagee in trust the amount (at the option of the Mortgagor in cash such law or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding and (or appeal), together with any costs, fees, interest, penalties or other liabilities iv) the Trustor shall have furnished to the Beneficiary additional security in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall claim being contested or the loss or damage that may result from the Trustor's failure to prevail in such contest in such amount as may be made reasonably requested by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2Beneficiary. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will Tenant shall pay before any fine, penalty, interest, or cause cost may be added thereto for the nonpayment thereof, all taxes (including, without limitation, real and personal property, franchise, sales and rent taxes), assessments and levies, ad valorem taxes, charges for water, sewer, utility and communications services, vault charges, license and permit fees, dues or assessments, general or special, of any association to be paid as which the Premises is subject and when due other governmental levies and payablecharges, general and special, ordinary, and before they become delinquentextraordinary, all Impositions unforeseen as well as foreseen, of any kind and nature (as such term is defined in subsection 5.4.4 hereofcollectively "Impositions") which may be charged, assessed, levied or imposed during the Term of this Lease upon (i) Tenant, (ii) the Mortgaged Property, Premises or any part thereof for which or (iii) Landlord, as a result of or arising in respect of the Mortgagor and/or acquisition, ownership, occupancy, leasing, use, possession or sale to Tenant of the Mortgaged PropertyPremises, any activity conducted on the Premises, or any part thereofthe Rent; provided, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leaseshowever, dated of even date herewiththat if, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoinglaw, if by law any Imposition may is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor Tenant may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Impositionbalance) in installments and shall be required to pay only such installments as they fall may become due during the Term of this Lease as the same respectively become due and before any fine, penalty, further interest interest, or cost may be added theretothereto for nonpayment thereof; and provided further, that no Event any Imposition relating to a fiscal period of Default (as defined a taxing authority, a part of which period is included within the Term of this Lease and a part of which is included in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on a period of time before the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf commencement of the Holders, their successors Term or assigns, by reason of after the holding termination of this Mortgage or any Lease, other than a termination of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law this Lease pursuant to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such ImpositionArticle 18, shall be prima facie evidence that (whether or not such Imposition is due and unpaid at the time of the making or issuance of such certificateshall be assessed, advice or xxxx. 5.4 The Mortgagor shall have the rightlevied, at Mortgagor's sole costconfirmed, after giving notice to the Mortgagee to contest the amount or validityimposed, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same lien upon the final disposition of the contest (including appeals), Premises or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shallbecome payable, during the continuance term of any contest (including appealsthis Lease) referred to herein be appropriately pro rated between Landlord and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2Tenant. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay or cause and discharge not later than the due date therefor and prior to be paid as and when due and payable, and before they become delinquent, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon the Mortgaged Property, or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event thereto for the non-payment thereof, all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, governmental levies and charges, and charges for public utilities of Default any kind, together with any interest or penalties imposed upon the late payment thereof (as defined in Section 12 hereofexcept to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall then exist under this Mortgage have been or shall be levied, charged, assessed, imposed upon or grow or become due and that payment in installments would not create payable out of or cause to be created any Lien for or have become a lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay part thereof, any taxes Buildings or personal property (including, without limitation, stamp taxes, but excluding (aTenant’s Personal Property) income taxes assessed by the United States government in or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneousPremises, the certificate, advice or xxxx of the appropriate official designated Rents and income payable by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to Tenant or on account of any use of the paymentPremises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any sales, removal use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or discharge improvement district in connection with the use or operation by Tenant of such Imposition the Premises, the Facility, and the Tenant’s Personal Property, and any interest and penalties assessed in connection therewith and any costs, fees as a result of late payment or other liability accruing in any such proceeding, or any part non-payment of any of the same foregoing (except to the extent resulting from Landlord’s negligence or willful misconduct) or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”); provided, however, that Tenant’s obligation to pay directly to the balance, if any, applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be returned suspended at Landlord’s election, and in such event Tenant shall comply with the terms and provisions of Section 3.5 hereof (in which case Landlord or Mortgagee shall make such payments and shall be responsible for all fines, penalties, interest and costs arising out of the late payment or nonpayment thereof, except to the Mortgagor. The Mortgagor shall, during the continuance extent such amounts arise as a result of (i) an Event of Default or (ii) an event of default by Tenant under any contest (including appeals) referred Mortgage Loan Documents to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if which Tenant is a bond has been furnished) in the manner provided in the preceding sentenceparty). Notwithstanding anything contained herein to the contrary, no such deposit held Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord, any intangibles or transfer tax payable as a result of any financing, refinancing, transfer or exchange of the Premises by the MortgageeLandlord (except for transfers to or from Tenant or any of their Affiliates), or any part thereofincome, profits or revenue tax upon the income of Landlord, and none of the foregoing shall constitute an Imposition for purposes hereof. The foregoing exclusions shall not include any nursing home privilege or similar taxes on the business operations at the Facility, which shall be the responsibility of Tenant. Tenant, upon request from Landlord, shall be returned submit to Landlord the Mortgagor so long as any Event proper and sufficient receipts or other evidence of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, payment and discharge of the moniessame; provided, if anyhowever, deposited by the Mortgagor pursuant Tenant shall not be required to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original furnish such receipts (or copies thereof) or other proof reasonably satisfactory evidence for payment with respect to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required Real Estate Taxes or with respect to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which that are being contested in accordance with this Section. If any Impositions are not paid when due from Tenant under this Lease (other than Real Estate Taxes), Landlord shall have the right, but shall not be obligated, to pay the same following written notice to Tenant of such payment, provided Tenant is not contesting the same pursuant to a right to do so herein. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Supplementary Rent hereunder. Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or to prevent jeopardizing any license, permit or certification, including, without limitation, any Health Care License or Medicare and Medicaid certifications under Titles XVIII and XIX of the Social Security Act of 1935, as amended, because of nonpayment thereof, Tenant shall pay the amount in question prior to initiating the contest. Tenant’s right to contest is conditioned upon the following: (i) such contest is done at Tenant’s sole cost and expense, (ii) nonpayment will not subject the Premises or any part thereof to sale or other liability by reason of such nonpayment, (iii) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal or civil liability, and (iv) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage or any loan documents in connection therewith to ensure payment of such contested Impositions. Upon request, Tenant shall keep Landlord advised as to the status of such contest. Subject to the provisions of clauses (i) through (iv) above, Landlord agrees to execute and deliver to Tenant any and all documents reasonably acceptable to Landlord and otherwise required for such purpose and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest, to the first paragraph extent that the same relate to the period of subsection 5the Term, then Landlord shall remit the same to Tenant. Section 3.3 To the extent permitted by Applicable Law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in annual installments over a period of years. Tenant shall pay all such deferred installments prior to the expiration or sooner termination of the Term, notwithstanding that such installments shall not then be due and payable, unless such installments relate in part to any fiscal period after the Expiration Date (and no interest, penalties or other fees are imposed on Landlord as a result of such deferred installments); provided, however, that all Impositions relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, or relating to any special assessment for physical improvements with a useful life that extends beyond the expiration of the Term, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay at its own expense (and not from the Imposition Reserve Fund) that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof (which amount Landlord shall be entitled to withdraw from the Imposition Reserve Fund to the extent funds are available therein).

Impositions. 5.1 The Mortgagor will shall pay and discharge, or cause to be paid as and when due and payabledischarged, prior to delinquency, all taxes, assessments, fees, and before they become delinquentother governmental charges (and any interest or costs with respect thereto) and all charges for any easement or agreement maintained for the benefit of the Mortgaged Premises, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, that at any time prior to or after the execution of the Mortgage may be assessed, levied, or imposed upon the Mortgaged PropertyPremises or the rent or income received therefrom or any use or occupancy thereof (hereinafter the "Impositions"). Mortgagor shall, upon request, furnish receipted bills to Mortgagee upon receipt by Mortgagor from the appropriate taxing or other authority, or other evidence reasonably satisfactory to Mortgagee, evidencing the payment of all Impositions. If any part thereof for which the Mortgagor and/or tax or assessment levied or assessed against the Mortgaged PropertyPremises may legally be paid in installments, Mortgagor shall have the option to pay such tax or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined assessments in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositionsinstallments. Notwithstanding the foregoing, if Mortgagor may, at its own expense, after prior written notice to Mortgagee, contest by law any Imposition may at the option of the taxpayer be paid appropriate proceedings, promptly initiated and conducted in installments (whether or not interest shall accrue on the unpaid balance thereof)good faith and with due diligence, the Mortgagor may cause to be paid amount, validity or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validityapplication, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither A. such proceeding shall suspend the collection thereof from Mortgagor and from the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided belowPremises; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the B. Mortgagor shall either have (a) deposited with the Mortgagee furnished such security and in trust the amount (at the option of the Mortgagor in cash or such form as may be required in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued as may be reasonably requested by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will pay 4.1.1. Subject to Article XII relating to permitted contests, Lessee shall pay, or cause to be paid as and when due and payable, and before they become delinquentpaid, all Impositions before any fine, penalty, interest or cost may be added for nonpayment. Lessee shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Lessee's obligation to pay Impositions (as such term is defined in subsection 5.4.4 hereofto the extent allocable to the Term) levied shall be absolutely fixed upon the Mortgaged date such Impositions become a lien upon the Leased Property, any Capital Additions or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part part(s) thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law If any Imposition may may, at the option of the taxpayer taxpayer, lawfully be paid in installments (installments, whether or not interest shall accrue on the unpaid balance thereof)of such Imposition, the Mortgagor Lessee may cause to be paid or to pay the same (same, and any accrued interest on the unpaid balance of such Imposition) , in installments as they fall the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto; provided provided, however, that no Event if during the last five (5) years of Default (as defined the Term, an Imposition in Section 12 hereof) excess of the aggregate principal amount of $250,000 shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior the Leased Property and the same is in the nature of a special assessment for public improvements or benefits having a useful life beyond the expiration of the Term of this Lease, then for purposes of determining Lessee's payment obligations hereunder with respect to such Imposition, the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding same shall be amortized over the lesser of (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, ten (10) years and (b) franchise, estate the useful life of such improvements or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securitiesbenefits, as the case may be, as reasonably determined by Lessor and its accountants, and Lessee shall be responsible for only that portion of such amortization applicable to the year in question. Nothing herein, however, shall prevent Lessor from paying any such Imposition in the nature of a special assessment for public improvements or benefits in any single lump sum or over a shorter period of time than the receipt of amortization period provided above, so long as the interest payable thereunder. 5.3 Unless manifestly erroneousforegoing procedure with respect Lessee's obligation to pay the same is followed. In addition, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, amortization for which such certificate, advice or xxxx indicates the nonpayment of such Imposition, Lessee shall be prima facie evidence that responsible for any such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor 250,000 for any year shall also prior to commencement include any interest payable on account of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate the same in installments as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated charged by the Mortgageetaxing authority, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor if Lessor shall fail be required to pay the same upon in a lump sum or over a shorter period then the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust andapplicable amortization, at the request of the Mortgagor, invested in Collateral Investments (a fair market interest rate as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally reasonably determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2Lessor. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will pay Tenant shall pay, before any fine, penalty, interest, or cause cost may be added thereto for the nonpayment thereof, all taxes and assessments (Landlord is not subject to real property taxes pursuant to the West Virginia Code), real property taxes, water and sewer charges, incinerator and fire fees, vault charges, license and permit fees, and other governmental levies and charges, general and special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind and nature (collectively, “Impositions”) which may be paid as and when charged, assessed, levied, imposed upon or become due and payable, and before they become delinquentduring the Term of this Lease; provided, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied upon the Mortgaged Propertyhowever, or any part thereof for which the Mortgagor and/or the Mortgaged Propertythat if, or any part thereofby law, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor Tenant may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Impositionbalance) in installments and shall be required to pay only such installments as they fall may become due during the Term of this Lease as the same respectively become due and before any fine, penalty, further interest interest, or cost may be added theretothereto for nonpayment thereof; and provided further, that no Event any Imposition relating to a fiscal period of Default (as defined a taxing authority, a part of which period is included within the Term of this Lease and a part of which is included in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien on a period of time before the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf commencement of the Holders, their successors Term or assigns, by reason of after the holding termination of this Mortgage or any Lease, other than a termination of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law this Lease pursuant to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such ImpositionArticle 18, shall be prima facie evidence that (whether or not such Imposition is due and unpaid at the time of the making or issuance of such certificateshall be assessed, advice or xxxx. 5.4 The Mortgagor shall have the rightlevied, at Mortgagor's sole costconfirmed, after giving notice to the Mortgagee to contest the amount or validityimposed, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same lien upon the final disposition of the contest (including appeals), Premises or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shallbecome payable, during the continuance Term of any contest (including appealsthis Lease) referred to herein be appropriately pro rated between Landlord and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2Tenant. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will pay (a) Trustor shall pay, or cause to be paid paid, before the date due, and in any event before delinquency, all real and personal property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever (including nongovernmental levies or assessments such as property owners’ association assessments, fees and when dues, maintenance charges, water charges, water toll charges, irrigation fees and assessments, levies, or charges resulting from CC&Rs affecting the Trust Estate), that are assessed or imposed upon the Trust Estate or become due and payable, payable and before they become delinquent, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied that create or may create if not paid a lien upon the Mortgaged PropertyTrust Estate (the above are sometimes referred to herein individually as an “Imposition” and collectively as “Impositions”), or any part thereof for which the Mortgagor and/or the Mortgaged Propertyprovided, or any part thereofhowever, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, that if by law any Imposition is payable, or may at the option of the taxpayer be paid paid, in installments (whether or not interest shall accrue on the unpaid balance thereof)installments, the Mortgagor Trustor may cause to be paid or to pay the same (and or cause it to be paid, together with any accrued interest on the unpaid balance of such Imposition) , in installments as they fall the same becomes due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event thereto for the nonpayment of Default any such installment and interest. (b) If at any time after the date hereof there shall be assessed or imposed a fee, tax or assessment on Beneficiary (other than income taxes) and measured by or based in whole or in part upon this Deed of Trust or the outstanding amount of the Secured Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term “Impositions” as defined in Section 12 hereof1.08(a) shall then exist under this Mortgage and that payment in installments would not create or cause Trustor shall, subject to be created any Lien on Section 1.08(c), pay and discharge the Mortgaged Premises or any portion thereof which could be levied upon prior same as herein provided with respect to the failure payment of Impositions. Subject to Section 1.08(c), if Trustor fails to pay a then due installment. 5.2 The Mortgagor will such Impositions before delinquency, Beneficiary may, at its option, pay such Imposition or take other action that it deems appropriate to remedy the failure and pursue any taxes (includingand all rights and remedies hereunder or under the MPR Agreement as an Event of Default, without limitationand such remedies may be pursued individually, stamp taxessingly or concurrently. All sums, but excluding (a) income taxes assessed including reasonable attorneys’ fees, so expended by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of Beneficiary shall be a lien on the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such ImpositionTrust Estate, shall be prima facie evidence that such Imposition is due and unpaid at the time secured by this Deed of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement)Trust, and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by Trustor on demand, together with interest at the Mortgagor Interest Rate. (c) Trustor shall have the right before and after any balance remaining shall be paid delinquency occurs to contest or object to the Mortgagor together with interestamount or validity of any Imposition by appropriate proceedings, if anybut this shall not be deemed or construed in any way as relieving, received thereon. If, at modifying or extending Trustor’s covenant to pay any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition at the time and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in this Section 1.08, unless Trustor has given prior written notice to Beneficiary of Trustor’s intent to so contest or object to an Imposition, and unless, in Beneficiary’s absolute and sole discretion, (i) Trustor shall demonstrate to Beneficiary’s satisfaction that the preceding sentence. Notwithstanding anything contained herein proceedings to be initiated by Trustor shall conclusively operate to prevent the contrary, no such deposit held by sale of the Mortgagee, Trust Estate or any part thereofthereof or interest therein to satisfy such Imposition before final determination of such proceedings, (ii) Trustor shall be returned to the Mortgagor so long furnish a good and sufficient bond or surety as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited requested by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably and satisfactory to the Mortgagee Beneficiary, or (iii) Trustor shall demonstrate to Beneficiary’s satisfaction that Trustor has provided a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of any such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5sale.

Impositions. 5.1 The Mortgagor will Section 3.1. From and after the Commencement Date and throughout the Term, Tenant shall pay or cause to be paid as and when due and payable, and before they become delinquent, all Impositions discharge not later than ten (as such term is defined in subsection 5.4.4 hereof10) levied upon the Mortgaged Property, or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and days before any fine, penalty, further interest or cost may be added thereto; provided that no Event of Default (as defined in Section 12 hereof) shall then exist under this Mortgage and that thereto for the non-payment in installments would not create or cause to be created any Lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (includingthereof, without limitation, stamp all taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision assessments, water rents, sewer rents and charges, duties, impositions, license and permit fees, charges for public utilities of any kind, charges with respect to any encumbrance, payments and other charges of themevery kind and nature whatsoever, (b) franchiseordinary or extraordinary, estate foreseen or similar taxes based upon unforeseen, general or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validityspecial, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaidsaid categories, together with all any interest and or penalties in connection therewith and all charges that may imposed upon the late payment thereof, which, pursuant to past, present or might future law or otherwise, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall have been or shall be assessed against levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a charge lien on the Mortgaged Property or any part thereof as estimated thereof, or any improvements or personal property in or on the Property, or the Rents and income payable by the MortgageeTenant, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition on account of any use of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited activity conducted thereon or lost during the pendency of such contest or service provided thereto (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request all of the Mortgagor, invested in Collateral Investments (foregoing being hereinafter referred to as defined in the Security Agreement“Impositions”), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within Within ten (10) days after demandof Landlord’s request, make an additional deposit of, Tenant shall submit to Landlord the proper and sufficient receipts or increase the amount other evidence of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment and discharge of the items set forth in same. If any Impositions are not paid when due under this subsection 5.4.2Lease, and upon failure of Landlord shall have the Mortgagor so right but shall not be obligated to dopay the same, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any provided Tenant does not contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably requestherein provided. IfIf Landlord shall make such payment, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice Landlord shall thereupon be entitled to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount repayment by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long Tenant on demand as any Event of Default shall exist Additional Rent hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will During the term of this Sublease, Redhook shall pay when due, all taxes, charges, excises, license and permit fees, assessments, and other governmental charges, general and special, ordinary and extraordinary, unforeseen, as well as foreseen, of any kind and nature whatsoever, which during the term of this Sublease are assessed or cause to be paid as and when imposed upon or become due and payable, and before they become delinquent, all Impositions payable or a lien upon: (as such term is defined in subsection 5.4.4 hereofi) levied upon the Mortgaged Property, Subleased Premises or any part thereof for or any personal property, equipment or other facility used in the operation thereof; or (ii) the rent or income received from subtenants or licensees; or (iii) any use or occupancy of the Subleased Premises; or (iv) this transaction or any document to which Redhook is a party creating or transferring an estate or interest in the Mortgagor and/or the Mortgaged PropertySubleased Premises (all of which taxes, charges, excises, fees, assessments and other governmental charges are hereinafter collectively referred to as "Impositions"). If, by law, any such Imposition is payable, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer Redhook be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor installments. Redhook may cause to be paid or to pay the same (and together with any accrued interest on the unpaid balance of such Imposition) Imposition in installments as they fall the same respectively become due and before any fine, penalty, further interest or cost may be added thereto; provided that no Event thereto for the nonpayment of Default (as defined in Section 12 hereof) shall then exist under this Mortgage any such installment and that payment in installments would not create or cause interest_ Any Imposition relating to be created any Lien on a fiscal period of the Mortgaged Premises or any portion thereof taxing authority a part of which could be levied upon period is included prior to the failure commencement of the term of this Sublease, shall be prorated as between PDA and Redhook so that Redhook shall pay only the portion thereof attributable to pay a then due installmentany period during the term of this Sublease. 5.2 The Mortgagor will pay any taxes Redhook covenants to furnish to PDA within fourteen (including14) days of receipt of a written request from PDA, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf official receipts of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may beappropriate taxing authority, or other proof satisfactory to PDA, evidencing the receipt of the interest payable thereunderpayment thereof. 5.3 Unless manifestly erroneous, Redhook shall have the certificate, advice right before any delinquency occurs to contest or xxxx object to the amount or validity of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid by appropriate legal proceedings. This right shall not be deemed or construed in any way as relieving, modifying or extending Redhook's covenant to pay any such Imposition at the time of and in the making or issuance manner in this Article, unless Redhook shall have obtained a stay of such certificateproceedings. PDA shall not be required to join in any such proceedings unless it shall be necessary for it to do so in order to prosecute such proceedings and PDA shall have been fully indemnified to its satisfaction against all costs and expenses in connection therewith_ PDA shall not be subjected to any liability for the payment of any costs or expenses (including attorneys' and expert witness fees) in connection with any such proceedings brought by Redhook, advice and Redhook covenants to indemnify and save PDA harmless from any such costs or xxxxexpenses. 5.4 The Mortgagor As between the Parties, Redhook alone shall have the rightduty of attending to, at Mortgagor's sole costmaking or filing any declaration, after giving notice to statement or report which may be provided or required by law as the Mortgagee to contest the amount or validity, in whole basis of or in partconnection with the determination, equalization, reduction or payment of any Imposition, and every Imposition which is to be borne or to seek a reduction in the valuation of the Mortgaged Property paid or any portion thereof as assessed for real estate or personal property tax purposes which may become payable by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee Redhook under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement)Article, and PDA shall not be or become responsible to Redhook therefor, nor for the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination contents of any such proceeding (including appeals)declaration, statement or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2report. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.

Impositions. 5.1 The Mortgagor will From and after the Commencement Date and throughout the Term, Tenant shall pay or cause to be paid as and when due and payable, and before they become delinquent, all Impositions discharge not later than fifteen (as such term is defined in subsection 5.4.4 hereof15) levied upon the Mortgaged Property, or any part thereof for which the Mortgagor and/or the Mortgaged Property, or any part thereof, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, if by law any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Mortgagor may cause to be paid or to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as they fall due and days before any fine, penalty, further interest or cost may be added thereto; provided that no Event thereto for the non-payment thereof, all taxes, assessments, water rents, sewer rents and charges, duties, impositions, license and permit fees, charges for public utilities of Default (as defined any kind, payments and other charges of every kind and nature whatsoever, ordinary or extraordinary, foreseen or unforeseen, general or special, in Section 12 hereof) shall then exist under this Mortgage and that payment in installments would not create or cause to be created any Lien said categories, which may become a lien on the Mortgaged Premises or any portion thereof which could be levied upon prior to the failure to pay a then due installment. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchise, estate or similar taxes based upon or measured by income) imposed on the Mortgagee on its own behalf and on behalf of the Holders, their successors or assigns, by reason of the holding of this Mortgage or any of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the certificate, advice or xxxx of the appropriate official designated by law to make or issue the same or to receive payment or any Imposition, which such certificate, advice or xxxx indicates the nonpayment of such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. 5.4 The Mortgagor shall have the right, at Mortgagor's sole cost, after giving notice to the Mortgagee to contest the amount or validity, in whole or in part, of any Imposition, or to seek a reduction in the valuation of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement of such contest or proceeding have complied with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or made payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company reasonably satisfactory to the Mortgagee, whereby such surety undertakes to pay such Imposition, interest, penalties and charges (x) in the event that the Mortgagor shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee under the provisions of this subsection 5.4.2Property, together with any additions thereto made interest or penalties imposed upon the late payment thereof, which, pursuant to this subsection 5.4.2past, present or future law, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits have been or shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals)levied, charged, assessed, imposed upon or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, become due and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee payable out of or for or have become a lien on the amount deposited with it pursuant to clause (a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall any improvements or personal property in or on the Property, the Rents and income payable by Tenant or on account of any use of the Property and such franchises as may be returned appurtenant to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, use and occupation of the moniesProperty (all of the foregoing being hereinafter referred to as “Impositions”). Upon Landlord’s request, if any, deposited by Tenant shall submit to Landlord the Mortgagor pursuant to this subsection 5.4.2. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original proper and sufficient receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee evidence of payment and discharge of the same promptly after payment of all real estate taxes within 30 days after thereof. If any Impositions are not paid when due under this Lease, Landlord shall have the right but shall not be obligated to pay the same, provided Tenant does not contest the same are required as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to be paid repayment by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts Tenant on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5demand as Additional Rent hereunder.

Impositions. 5.1 The Mortgagor will pay (a) Tenant covenants and agrees to pay, during the Term, as Additional Rent, before any fine, penalty, interest or cause cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, utility bills referred to in Paraxxxxx 0, xxxxxx xxxhting, excise levies, licenses, permits, inspection fees, other governmental charges; and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Premises are subject incurred in the use, occupancy, operation, leasing or possession of the Premises (excluding any income taxes on the Fixed Rent imposed on Landlord, it being the intent of the parties hereto that any tax on the net income derived from the Fixed Rent payable in respect to the Premises imposed by any governmental authority shall be paid as and when due and payableby Landlord), without particularizing by any known name or by whatever name hereafter called, and before they whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen, which at any time during the Term may be payable. Tenant shall pay all special (or similar) assessments or installments thereof (including interest thereon) for public improvements or benefits which, during the Term shall be laid, assessed, levied or imposed upon or become delinquent, all Impositions (as such term is defined in subsection 5.4.4 hereof) levied a lien upon the Mortgaged PropertyPremises and which are payable during the Term, or any part thereof for which the Mortgagor and/or the Mortgaged Propertyportion thereof; provided, or any part thereofhowever, shall be assessed or chargeable and will cause tenants under Major Leases (as such term is defined in the Assignment of Leases, dated of even date herewith, made by Mortgagor to Mortgagee) to comply with all lease provisions or contracts relating to payment of such Impositions. Notwithstanding the foregoing, that if by law any Imposition may special assessment is payable or, at the option of the taxpayer party obligated to make such payment, may be paid in installments (whether or not interest shall accrue on the unpaid balance thereofof such special assessment), the Mortgagor Tenant may cause to be paid or to pay the same (and same, together with any interest accrued interest on the unpaid balance of such Imposition) special assessment in installments as they fall due the same respectively become payable and before any fine, penalty, further interest or cost may be added thereto; provided that no Event thereto for the nonpayment of Default (as defined in Section 12 hereof) any such installment and the interest thereon. Tenant shall then exist under this Mortgage and that payment in installments would not create pay all real estate taxes, whether heretofore or cause to be created any Lien on hereafter levied or assessed upon the Mortgaged Premises Premises, or any portion thereof thereof, which could be levied upon prior to are due and payable during the failure Term. At the end of the Term of the Lease, Tenant's obligation to pay a then due installmentsuch taxes shall be prorated in the event the tax period and the Term are not coextensive. 5.2 The Mortgagor will pay any taxes (including, without limitation, stamp taxes, but excluding (a) income taxes assessed by the United States government or the State of New Jersey or any other State or any political subdivision of any of them, (b) franchiseExcept for any tax on the net income derived from the Fixed Rent, estate if at any time during the Term, any method of taxation shall be such that there shall be levied, assessed or similar taxes based upon or measured by income) imposed on the Mortgagee Landlord, or on its own behalf the Fixed Rent or Additional Rent, or on the Premises, or any portion thereof, a capital levy, gross receipts tax or other tax on the rents received therefrom, or a franchise tax, or an assessment, gross levy or charge measured by or based in whole or in part upon such gross Rents, Tenant, to the extent permitted by law, covenants to pay and on behalf discharge the same, it being the intention of the Holdersparties hereto that the Fixed Rent to be paid hereunder shall be paid to Landlord absolutely net without deduction or charge of any nature whatsoever, their successors foreseeable or assignsunforeseeable, ordinary or extraordinary, or of any nature, kind, or description, except as otherwise expressly provided in this Lease. (c) Tenant covenants to furnish Landlord, within thirty (30) days after the date upon which any Imposition or other tax, assessment, levy or charge is payable by reason Tenant, official receipts of the holding of this Mortgage appropriate taxing authority, or any other appropriate proof satisfactory to Landlord, evidencing the payment of the Securities, as the case may be, or the receipt of the interest payable thereunder. 5.3 Unless manifestly erroneous, the same. The certificate, advice or xxxx of bill xx the appropriate official designated by law to make or issue the same or to receive payment or of any Imposition, which such certificate, advice or xxxx indicates the nonpayment of Imposition may be relied upon by Landlord as sufficient evidence that such Imposition, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice or xxxxbill. 5.4 The Mortgagor (d) Upon the occurrence of an Event of Default and after the conclusion of any cure period following an Event of Default hereunder, Tenant shall have the rightpay to Landlord, at MortgagorLandlord's sole costwritten demand, the known or estimated yearly real estate taxes and assessments, payable with respect to the Premises in monthly payments equal to one-twelfth (1/12) of the known or estimated yearly real estate taxes and assessments, next payable with respect to the Premises. From time to time, after giving notice a default hereunder, Landlord may re-estimate the amount of real estate taxes and assessments, and in such event Landlord shall notify Tenant, in writing, of such re-estimate and fix future monthly installments for the remaining period prior to the Mortgagee next tax and assessment due date in an amount sufficient to contest pay the re-estimated amount over the balance of such period after giving credit for payments made by Tenant on the previous estimate. If the total monthly payments made by Tenant pursuant to this Section shall exceed the amount or validityof payments necessary for said taxes and assessments, in whole or in part, of any Imposition, or such excess over $1,000.00 shall be promptly paid to seek a reduction in the valuation Tenant and the balance shall be credited on subsequent monthly payments of the Mortgaged Property or any portion thereof as assessed for real estate or personal property tax purposes by appropriate proceedings diligently conducted in good faith and where same nature. However, if the amount so contested or for which a reduction is sought is in excess of $2,000,000, the Mortgagor shall also prior to commencement total of such contest or proceeding have complied with monthly payments so made under this paragraph shall be insufficient to pay such taxes and assessments when due, then Tenant shall pay to Landlord such amount as may be necessary to make up the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof or deficiency. All such deposits made payment of such Imposition unless such payment would operate as by Tenant pursuant to this Paragraph 9(d) shall be deposited in a bar to such contest or interfere materially with the prosecution thereof, in which event the Mortgagor may postpone or defer payment of such Imposition after compliance with the provisions of subsections 5.4.1 through 5.4.5, inclusive, hereof if: 5.4.1 Neither the Mortgaged Property nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost prior to final determination of such contest or proceeding and the Mortgagee shall not, by virtue of the contest or proceeding, be in any danger of criminal liability and neither the Mortgaged Property nor any part thereof by any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished adequate security as provided below; and 5.4.2 Subject to the provisions of the first paragraph of Section 5.4, the Mortgagor shall either have (a) deposited with the Mortgagee in trust the amount (at the option of the Mortgagor in cash or in the form of a letter of credit) so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Mortgaged Property or any part thereof as estimated by the Mortgagee, in such proceedings or (b) posted with the Mortgagee a bond issued by a surety company federally insured institution reasonably satisfactory to Landlord and Tenant, and all interest earned thereon shall accrue to the Mortgageebenefit of Tenant. Payment by Tenant of real estate taxes, whereby such surety undertakes to pay such Impositionassessments, interest, penalties and charges (x) in the event that the Mortgagor under this Paragraph shall fail to pay the same upon the final disposition of the contest (including appeals), or (y) in the event that the Mortgaged Property or any part thereof is in danger of being sold, forfeited or lost during the pendency be considered as performance of such contest or (z) if the Mortgagor fails to increase the amount of such bond as hereinafter provided. Any deposit made by the Mortgagor with the Mortgagee obligation under the provisions of this subsection 5.4.2, together with any additions thereto made pursuant to this subsection 5.4.2, shall be held in trust and, at the request of the Mortgagor, invested in Collateral Investments (as defined in the Security Agreement), and the interest on such deposits shall be disposed of as hereinafter provided. Upon the termination of any such proceeding (including appeals), or if the Mortgagor should so elect, at any time prior thereto, the Mortgagor shall pay the amount of such Imposition or part thereof as finally determined in such proceeding (or appeal), the payment of which may have been deferred during the prosecution of such proceeding (or appeal), together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, the Mortgagee shall return any amount deposited with it together with interest, if any, received thereon with respect to such Imposition. Such payment, at the request of the Mortgagor, shall be made by the Mortgagee out of the amount deposited with it pursuant to clause (aParagraph 9(a) of this subsection 5.4.2 with respect to such Imposition, to the extent that such amount is sufficient therefor, and any balance due shall be paid by the Mortgagor and any balance remaining shall be paid to the Mortgagor together with interest, if any, received thereon. If, at any time during the continuance of such proceeding, the Mortgagee shall reasonably deem the amount deposited with it or provided by bond insufficient, the Mortgagor shall, within ten (10) days after demand, make an additional deposit of, or increase the amount of its letter of credit or bond by, such additional amount as the Mortgagee may request to cover payment of the items set forth in this subsection 5.4.2, and upon failure of the Mortgagor so to do, the Mortgagee may, after 10 days following written notice from the Mortgagee to the Mortgagor, apply the amount theretofore deposited with it (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) to or on account of the payment, removal or discharge of such Imposition and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceeding, or any part of any of the same and the balance, if any, shall be returned to the Mortgagor. The Mortgagor shall, during the continuance of any contest (including appeals) referred to herein and at its sole cost and expense, provide the Mortgagee with such information relating to the same as the Mortgagee may reasonably request. If, at any time during the continuance of such proceeding, the Mortgaged Property or any part thereof is, in the judgment of the Mortgagee, in any reasonable danger of being sold, forfeited or lost, the Mortgagee may require, after ten (10) days' notice to the Mortgagor, that the amount theretofore deposited with it be applied to the payment of such Imposition (or the Mortgagee may submit for payment the letter of credit and apply the amount thereof, or may require application of the bonded amount by the surety company, if a bond has been furnished) in the manner provided in the preceding sentence. Notwithstanding anything contained herein to the contrary, no such deposit held by the Mortgagee, or any part thereof, shall be returned to the Mortgagor so long as any Event of Default shall exist hereunder. The Mortgagee shall act as the holder, in trust, of the monies, if any, deposited by the Mortgagor pursuant to this subsection 5.4.2hereof. 5.4.3 The Mortgagor will exhibit to the Mortgagee the original receipts (or copies thereof) or other proof reasonably satisfactory to the Mortgagee of the payment of all real estate taxes within 30 days after the same are required to be paid by the Mortgagor in compliance with subsection 5.1 hereof. Concurrently with the delivery of the financial statements and other information required by Section 1009 of the Indenture, Mortgagor shall for all other Impositions deliver to the Mortgagee quarterly an Officer's Certificate that, to the best knowledge of such officer, all such Impositions have been paid and that, to the best of such officer's knowledge, the aggregate of all unpaid amounts on such Impositions do not exceed $25,000, except for Impositions which are being contested in accordance with the provisions of the first paragraph of subsection 5.