Common use of Payment for Labor and Materials Clause in Contracts

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to the terms, provisions and conditions of the Loan Agreement, Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After Subject to the terms, provisions and conditions of the Loan Agreement, after prior written notice to Lender, Borrower, or any tenant of the Property pursuant to the terms of such tenant’s lease, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Mortgage or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof hereof, except for the Permitted EncumbrancesExceptions (defined below). (b) After prior written notice to Lender, BorrowerBorrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costssuch lien, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs such lien from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs such lien under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the lien, together with all interest and penalties thereon, unless Borrower has paid all of the lien under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, lien together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTSLabor and Material Costs") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 3.6(b), Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted EncumbrancesEncumbrances and other Liens permitted pursuant to the Loan Documents. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Deed of Trust or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs (or such portion thereof as to which collection is not suspended) under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in immediate danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 3.6(b), Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted EncumbrancesEncumbrances and other Liens permitted pursuant to the Loan Documents. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs (or such portion thereof as to which collection is not suspended) under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in immediate danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower will shall promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust Security Instrument or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and , (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon., (vii) Borrower shall have furnished to Lender all other items reasonably requested by Lender, including title insurance coverage or bonding over such lien, and (viii) Lender shall have determined that Borrower is likely to prevail in such contest

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.;

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, and, in respect to the Individual Puerto Rico Properties, from and after the completion (which date of completion shall be determined by Borrower exercising its commercially reasonable business judgment) of the PR Restoration, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by or on behalf of Borrower in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to LenderLender with respect to any matters at an Individual Property which are reasonably expected to be in excess of $500,000 (on an individual basis) (provided, however that, prior written notice to Lender is required at any time the aggregate amount of disputed Work Charges at a given time is equal to or greater than $1,500,000), Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance with such Work Charge exceeds $500,000, Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower Subject to Section 3.6(b) hereof, Mortgagor will promptly pay pay, or cause ESBC and Observatory Lessee to promptly pay, when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereofhereof unless such lien has, within thirty (30) days of Mortgagor receiving actual notice thereof, been bonded off or for which Borrower has deposited funds with Agent sufficient to pay such Labor and Material Costs, and in any event never not permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to LenderMortgagee, BorrowerMortgagor, ESBC or Observatory Lessee, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid all of the Labor and Material Costs under protest, (iviii) such proceeding shall not be permitted prohibited under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor, ESBC or Observatory Lessee, as applicable, is subject and shall not constitute a an event of default thereunder, (viv) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost, lost and (viv) Borrower Mortgagor shall, or shall cause ESBC and Observatory Lessee to, have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to the terms, provisions and conditions of the Loan Agreement, Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After Subject to the terms, provisions and conditions of the Loan Agreement, after prior written notice to Lender, Borrower, or any tenant of the Property pursuant to the terms of such tenant’s lease, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof hereof, except for the Permitted EncumbrancesExceptions (defined below). (b) After prior written notice to Lender, BorrowerBorrower or, if the PetsMART Lease or an Acceptable Replacement Lease is in full force and effect, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part party of any of the Labor and Material Costssuch lien, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument instrument or any of the other Loan Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs such lien from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs such lien under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost, and (viiv) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the lien, together with all interest and penalties thereon, unless Borrower has paid all of the lien under protest, or Borrower or PetsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, lien together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower Subject to Section 3.5(b) below, Mortgagor will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (each, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien Lien or security interestinterest other than the Permitted Liens, even though inferior to the liens Liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof except for the Permitted EncumbrancesLiens. Mortgagor represents there are no claims for payment for work, labor or materials affecting the Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. (b) After prior written notice to LenderMortgagee, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Mortgagor or to the Labor and Material CostsProperty or any alleged non-payment of any Work Charge, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lostlost during the duration of such legal proceeding; (iv) Mortgagor shall promptly upon final determination thereof pay (or cause to be paid) any such Work Charge determined to be valid, applicable and unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Mortgagor shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower Mortgagor shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceedingproceeding by applicable Laws or Legal Requirements, or as may be reasonably requested by Lender Mortgagee, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Mortgagee may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the sole but reasonable judgment of Mortgagee, the validity, applicability and non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost during or as a result of such legal proceeding or Work Charge.

Payment for Labor and Materials. (a) Borrower will shall promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust Security Instrument or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon., (vii) Borrower shall have furnished to Lender all other items reasonably requested by Lender, including title insurance coverage or bonding over such lien, and (viii) Lender shall have determined that Borrower is likely to prevail in such contest

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) . After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and, subject to Section 4.16(b), never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After Any Tenant, in accordance with the terms of its Lease and provided Borrower delivers notice to Lender promptly following Borrower’s receipt of notice or upon Borrower’s actual knowledge of a contest, or Borrower, after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) and enforce its rights to require a Tenant to pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and never permit to costs, a “Work Charge”) so there shall not exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) to the extent that the aggregate amount being contested by Borrower under this Section 4.16(b) at any time exceeds $2,500,000, Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lxxxxx, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing, to the extent permitted by a Lease, a Tenant may contest by appropriate legal proceeding the validity of any Work Charge, the applicability of any Work Charge to Tenant or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the same in accordance with the provisions of the Lease, provided that Borrower complies with the terms and conditions of this Section 4.16(b).

Payment for Labor and Materials. (a) Subject to Section 4.17(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the 156506983 Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereofcreated hereby and by the other Loan Documents, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the other Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Mortgage or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished to Lender either (1) a cash deposit equal to 125% of the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment amount of any such contested Labor and Material Costs, together or (2) an indemnity bond satisfactory to Lender with a surety satisfactory to Lender, in the amount of such Labor and Material Costs, plus in either of the foregoing cases a reasonable additional sum to pay all costs, interest and penalties thereonthat may be imposed or incurred in connection therewith.

Payment for Labor and Materials. (a) Subject to Section 3.6(b), Borrower will shall promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal or other proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust Security Instrument or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (v) Borrower or Master Tenant shall promptly upon final determination thereof pay (or cause to be paid) any such contested Labor and Material Costs determined to be valid, and applicable or unpaid; (vi) such proceeding shall suspend the collection of such contested Labor and Material Costs from the Property or Borrower or Master Tenant, as the case may be, shall have paid the same (or shall have caused the same to be paid) under protest; and (vii) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested such Labor and Material Costs, together with all interest and penalties thereonpayable in connection therewith. Lender may (x) apply any such security or part thereof, as necessary to pay for such Labor and Material Costs at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Labor and Material Costs is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost, (y) provided that no Event of Default has occurred and is continuing, shall make such security available to Borrower or Master Tenant, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is continuing, shall release any balance of such security to Borrower or Master Tenant, as the case may be.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) hereof, Individual Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to LenderAgent, Individual Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Individual Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Individual Borrower and from the Property or Individual Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Individual Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Individual Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Agent, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by or on behalf of Borrower in connection with the Property (any such bills and never costs, a “Work Charge”) and not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interestinterest with respect to such Work Charges, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lostlost as a result of the contest of the same; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable and unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Lender, the validity, applicability and non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower will shall promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust trust, Security Instrument or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon., (vii) Borrower shall have furnished to Lender all other items reasonably requested by Lender, including title insurance coverage or bonding over such lien, and (viii) Lender shall have determined that Borrower is likely to prevail in such contest

Payment for Labor and Materials. (a) Subject to the terms, provisions and conditions of the Loan Agreement, Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After Subject to the terms, provisions and conditions of the Loan Agreement, after prior written notice to Lender, Borrower, or any tenant of the Property pursuant to the terms of such tenant's lease, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Mortgage or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to paragraph (b) below, the Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never not permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lenderthe Administrative Agent, the Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Credit Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) the Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from the Borrower and from the Property or the Borrower shall have paid all of the Labor and Material Costs under protestprotest or shall have provided the bond or other security contemplated by clause (vi) below, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lostlost while such contest is being conducted, and (vi) the Borrower shall have furnished the any bond or other security as may be required in the proceeding, or as may be reasonably requested by Lender the Administrative Agent to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof hereof, except for the Permitted EncumbrancesExceptions (defined below). (b) After prior written notice to Lender, BorrowerBorrower or, if the PetsMART Lease or an Acceptable Replacement Lease is in full force and effect, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part party of any of the Labor and Material Costssuch lien, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument instrument or any of the other Loan Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs such lien from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs such lien under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost, and (viiv) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the lien, together with all interest and penalties thereon, unless Xxxxxxxx has paid all of the lien under protest, or Borrower or PetsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx to insure the payment of any contested Labor and Material Costs, lien together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) hereof, Borrower (i) will promptly pay when due all bills and costs for labor, materials, materials and specifically fabricated materials ("LABOR AND MATERIAL COSTSLabor and Material Costs") incurred in connection with the Property and Property, (ii) never permit to exist beyond the due date thereof in respect of the Property Property, or any part thereof thereof, any lien Lien or security interest, even though inferior to the liens Liens and the security interests hereofcreated hereby and by the other Loan Documents, and in any event (iii) never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof created hereby and by the other Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted at all times in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that that: (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Deed of Trust or any of the other Loan Documents, ; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, ; (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, ; (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, ; (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and ; (vi) Borrower shall have furnished to Lender either (A) a cash deposit equal to 110% of the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment amount of any such contested Labor and Material Costs, together or (B) an indemnity bond satisfactory to Lender with a surety satisfactory to Lender, in the amount of such Labor and Material Costs, plus in either of the foregoing cases a reasonable additional sum to pay all costs, interest and penalties thereonthat may be imposed or incurred in connection therewith; (vii) such contest by Borrower shall not materially and adversely affect the ownership, use or occupancy of the Property; and (viii) such contest by Borrower shall not subject Lender or Borrower to civil or criminal liability (other than the civil liability of Borrower for the amount of the Labor and Material Costs in question plus interest). (c) Notwithstanding the foregoing, it shall not be a default under the terms and conditions of this Section 3.6 if, in respect of a mechanic's or materialman's lien asserted against the Property for Labor and Material Costs (each, a "Mechanic's Lien"): (i) Borrower shall have provided Lender with written notice of such Mechanic's Lien within five (5) days of obtaining knowledge thereof; (ii) within five (5) days of obtaining knowledge of the filing of any Mechanic's Lien, Borrower shall have furnished to Lender either (A) a cash deposit equal to 110% of the amount of the Labor and Material Costs which are the subject of such Mechanic's Lien, or (B) an indemnity bond satisfactory to Lender with a surety satisfactory to Lender, in the amount of the Labor and Material Costs which are the subject of such Mechanic's Lien, plus in each instance a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith; (iii) no Event of Default shall have occurred and be continuing under the Loan Agreement, the Note, this Deed of Trust or any of the other Loan Documents; (iv) Borrower shall at all times diligently prosecute the discharge of such Mechanic's Lien, and shall update Lender regarding the status of same from time to time upon Lender's request; (v) neither the Property nor any part thereof nor any interest therein shall be in danger of being sold, forfeited, terminated, canceled or lost; (vi) Borrower shall preclude the collection of, or other realization upon, any contested amount from the Property or any revenues from or interest in the Property; (vii) such contest by Borrower shall not materially and adversely affect the ownership, use or occupancy of the Property, (viii) such contest by Borrower shall not subject Lender or Borrower to civil or criminal liability (other than the civil liability of Borrower for the amount of the Lien in question plus interest); and (ix) Borrower has not consented to such Mechanic's Lien.

Payment for Labor and Materials. (a) Borrower will shall promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust Security Instrument or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon., (vii) Borrower shall have furnished to Lender all other items reasonably requested by Xxxxxx, including title insurance coverage or bonding over such lien, and (viii) Lender shall have determined that Borrower is likely to prevail in such contest

Payment for Labor and Materials. (a) Borrower Grantor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property Premises and never permit to exist beyond the due date thereof in respect of the Property Premises or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property Premises or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted EncumbrancesLiens. Subject to Grantor’s rights under Section 4.7(b) below, in the event that Grantor fails in a timely manner to make payment in full of or discharge such liens Grantee may, but shall not be obligated to, make payment or discharge such liens, upon notice to Grantor if practicable in order to preserve the lien of this Deed to Secure Debt or the collateral value of the Premises and Grantor shall, on demand, reimburse Grantee for all sums so expended and such amounts shall bear interest at the Default Rate. Grantee has not consented to any contract or to any work or to the furnishing of any materials which might be deemed to create a lien or liens superior to the lien of this instrument whether under any applicable statute or otherwise, other than Permitted Liens. (b) After prior written notice to LenderGrantee, BorrowerGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and Period is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documentscontinuing, (ii) Borrower Grantor is permitted to do so under the provisions of any other mortgage, deed of trust mortgage or deed to secure debt affecting the PropertyPremises, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Grantor and from the Property Premises or Borrower Grantor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Grantor is subject and shall not constitute a default thereunder, (v) neither the Property Premises nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower Grantor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Grantee to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon. If at any time payment of any Labor and Material Costs shall become necessary (a) to prevent the sale or forfeiture of the Premises or any portion thereof because of non-payment, or (b) to protect the lien of this Deed to Secure Debt, then Grantor shall pay the same in sufficient time to prevent the sale or forfeiture of the Premises or to protect the lien of this Deed to Secure Debt, as the case may be.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by or on behalf of Borrower in connection with the each Individual Property (any such bills and never costs, a “Work Charge”) and not permit to exist beyond the due date thereof in respect of the any Individual Property or any part thereof any lien or security interestinterest with respect to such Work Charges, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the any Individual Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instruments, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lostlost as a result of the contest of the same; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable and unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge (i) upon not less than ten (10) Business Days written notice to Borrower when, in the reasonable judgment of Lender, the validity, applicability and non-payment of such Work Charge is finally established or (ii) at any time when in the judgment of Lender the applicable Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by or on behalf of Borrower in connection with the each Individual Property (any such bills and never costs, a “Work Charge”) and not permit to exist beyond the due date thereof in respect of the any Individual Property or any part thereof any lien or security interestinterest with respect to such Work Charges, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the any Individual Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instruments, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lostlost as a result of the contest of the same; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable and unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Lender, the validity, applicability and non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower Subject to Section 3.6(b) hereof, Mortgagor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof and of the other Building Loan Documents and Senior Loan Documents, except for the Permitted Encumbrances. (ba) After prior written notice to LenderMortgagee, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Building Loan Agreement, the Building Loan Note, this Security Instrument or any of the other Building Loan Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid or bonded all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and shall be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Mortgagee, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower Subject to the right to contest permitted under Section 7.01 of the Credit Agreement and Section 3.6(b) below (with the obligations under Section 3.6(b) prevailing in the case of any conflict in terms other than the time to cure, release or pay set forth in the Credit Agreement, which shall control), Mortgagor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except and other than Permitted Encumbrances (defined herein). If Mortgagor shall fail to discharge or otherwise release any such lien by posting a bond in accordance with applicable Laws with respect to any such lien (other than a Lien which is properly contested pursuant to Section 3.6(b), but only for so long as such Lien is being so contested) or cause such Lien (other than a Lien which is properly contested pursuant to Section 3.6(b), but only for so long as such lien is being so contested) to be released within forty-five (45) days after it is recorded, then, upon written notice to Mortgagor and in addition to any other right or remedy of Mortgagee, Mortgagee may, but shall not be obligated to, discharge or release the Permitted Encumbrancessame, either by paying the amount claimed to be due, or by procuring the discharge or release of such lien by posting a bond in accordance with applicable Laws, or otherwise giving security for such claim, or by taking such other action as may be prescribed by Laws. (b) After prior written notice to LenderMortgagee, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Credit Agreement, the Note, this Security Instrument Mortgage or any of the other Loan Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Mortgagee to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by or on behalf of Borrower in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) (x) After prior written notice to Lender with respect to any matters at an Individual Property which are reasonably expected to be in excess of $500,000 (on an individual basis) (provided, however that, prior written notice to Xxxxxx is required at any time the aggregate amount of disputed Work Charges at a given time is equal to or greater than $1,500,000), and (y) otherwise at Borrower’s discretion and without any required notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance with such Work Charge exceeds $500,000, Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with each Individual Property to the Property extent the payment of such bills and costs are not an obligation of a Tenant under a Leased Fee Lease (any such bills and costs that are the obligation of Borrower, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the any Individual Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the any Individual Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instruments, except for the Permitted Encumbrances. (b) After In addition to any contest rights available to a Tenant under a Leased Fee Lease, after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lxxxxx, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower Subject to the terms of Section 3.6(b) below, Trustor will promptly pay when due all bills and costs for labor, materials, labor and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never not permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest Security Interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to LenderAdministrative Agent, BorrowerTrustor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documentscontinuing, (ii) Borrower such proceeding is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Trustor or the Property is subject and shall will not constitute a default thereunder, (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (viiv) Borrower shall have Trustor has furnished the such security as may be required in the proceeding, or as may be reasonably requested by Lender Administrative Agent to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to Trustor) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Labor and Material Costs becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor shall provide (at Trustor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may require to confirm no loss of priority of the Security Instrument.

Payment for Labor and Materials. (a) Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof hereof, except for the Permitted Encumbrances. Exceptions (b) defined below). After prior written notice to Lender, BorrowerBorrower or, at its if the Foster Wheeler Lease or an Acceptable Replacement Lease ix xx xxxx xxxxe and effect, Foster Wheeler or an Acceptable Replacement Tenant, as apxxxxxxxx, xx xts own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costssuch lien, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs such lien from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs such lien under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost, and (viiv) Borrower, Foster Wheeler or an Acceptable Replacement Tenant shall xxxx xxxxxxxxx with Lender adequate reserves, a bond, or other reasonable security for the payment of the lien, together with all interest and penalties thereon, unless Borrower has paid all of the lien under protest, or Borrower or Foster Wheeler or an Acceptable Replacement Tenant shall have furnished xxxx xxxxxxxxx the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, lien together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will cause Mortgage Borrower to promptly pay (or cause to be paid) and enforce its rights to require a Tenant to pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and never permit to costs, a “Work Charge”) so there shall not exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted EncumbrancesSecurity Instruments. (b) After prior written notice to Lender, Borrower or Mortgage Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Mortgage Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Mortgage Borrower is subject is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property or any part thereof nor the Collateral or any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall cause Mortgage Borrower to promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have caused Mortgage Borrower to have paid the same (or shall have caused the same to be paid) under protest; and (vi) to the extent that the aggregate amount being contested by Borrower or Mortgage Borrower under this Section 4.16(b) at any time exceeds $2,500,000, Borrower shall cause Mortgage Borrower to furnish (or cause to be furnished) to Mortgage Lender such security as may be required under the Mortgage Loan Documents, or if Mortgage Lender shall have furnished the waived in writing such security, Borrower shall furnish to Lender such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property or Collateral (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing, to the extent permitted by a Lease, a Tenant may contest by appropriate legal proceeding the validity of any Work Charge, the applicability of any Work Charge to Tenant or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the same in accordance with the provisions of the Lease, provided that Borrower complies with the terms and conditions of this Section 4.16(b).

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, BorrowerBorrower (which notice shall not be required with respect to immaterial matters provided: (i) no Material Adverse Effect has occurred or is reasonably likely to occur in connection with the applicable contest and alleged violation (including, without limitation, the Property shall not at any time be in danger of being sold, forfeited, terminated, canceled or lost and at no time shall there shall be any danger of the lien of the Security Instrument being primed by any related lien), (ii) the contested payment shall be less than $10,000 in the aggregate and (iii) Borrower diligently pursues its contest rights in full accordance with this Section 4.16(b)), at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid or bonded over) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (aExcept for trade payables in the ordinary course of business which are subject to the provisions of Section 4.3(g) hereof, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof (after the expiration of any applicable grace periods) in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for and the Permitted Encumbrances. Exceptions (b) After defined below); provided, however, after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceedinglegal, administrative or other proceeding promptly initiated and conducted in good faith and with due diligence, the amount or validity or application application, in whole or in part part, of any of the Labor and Material Costs, bilx xx cost or lien thereof provided that (ia) no if an Event of Default has occurred and is continuing under the Loan Agreementcontinuing, the Note, this Security Instrument or Lender shall consent to any of the other Loan Documentssuch contest (which consent shall not be unreasonably withheld), (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iiib) such proceeding shall suspend the collection of thereof from Borrower, Lender and the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protestProperty, (ivc) if required by Lender, and not otherwise deposited with the title company insuring the lien of this Security Instrument or the court having jurisdiction over such proceeding shall be permitted under as required thereby, the deposit with Lender of adequate reserves in an amount not less than Borrower's obligations being contested and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunderadditional interest, charge or penalty arising from such contest, (vd) neither the Property nor any part thereof or interest therein will would be in any imminent danger of being sold, forfeited, terminated, canceled forfeited or lost, and (vie) Borrower shall have furnished the security as may be required in the proceedingcase of any instrument of record affecting the Property or any part thereof, the contest or failure to perform under any such instrument shall not result in the placing of any lien on the Property or any part thereof unless such lien is bonded by Borrower in an amount not less than the amount of the lien or such other amount as may be reasonably requested -required by Lender and (f) except to insure the payment extent Borrower has deposited sufficient security pursuant to clause (c), neither the failure to pay or perform any obligation which Borrower is permitted to contest under this Section 3.12 nor an adverse determination of any such contest shall result in a material adverse effect on the value or operation of the Property or any part or interest therein. If a negotiated settlement of any tax liability or other claim being contested Labor pursuant to this Section 3.12 has been agreed upon by the applicable parties or a court of competent jurisdiction has issued a non-appealable order determining the amount of the tax liability or claim being contested, Lender shall release any funds held with respect to such tax liability or claim to the applicable taxing authority or claimant, as applicable, and Material Costsany remaining funds to the Borrower provided that (i) Borrower delivers a certificate from an officer directing Lender to pay the amount specified in the settlement or order, together in each case with all interest a copy of the -24- 33 settlement or order attached and penalties thereon(ii) no Event of Default has occurred and is then continuing under the Note, this Security Instrument or the Other Security Documents.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to Lendxx xx insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower Subject to the terms of Section 3.6(b) below, Grantor will promptly pay when due all bills and costs for labor, materials, labor and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never not permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest Security Interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to LenderAdministrative Agent, BorrowerGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documentscontinuing, (ii) Borrower such proceeding is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Grantor or the Property is subject and shall will not constitute a default thereunder, (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (viiv) Borrower shall have Grantor has furnished the such security as may be required in the proceeding, or as may be reasonably requested by Lender Administrative Agent to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to Grantor) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Labor and Material Costs becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Grantor shall provide (at Grantor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may require to confirm no loss of priority of the Security Instrument.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) and enforce its rights to require a Tenant to pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and never permit to costs, a “Work Charge”) so there shall not exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) to the extent that the aggregate amount being contested by Borrower under this Section 4.16(b) at any time exceeds $2,500,000, Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing, to the extent permitted by a Lease, a Tenant may contest by appropriate legal proceeding the validity of any Work Charge, the applicability of any Work Charge to Tenant or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the same in accordance with the provisions of the Lease, provided that Borrower complies with the terms and conditions of this Section 4.16(b).

Payment for Labor and Materials. (a) Borrower Subject to Section 4.16(b), Borrowers will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, BorrowerBorrowers, at its their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrowers or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is Borrowers are subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrowers shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrowers shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower Borrowers shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, not to exceed one hundred twenty-five percent (125%) of such contested Work Charge, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, and, in respect to the Individual Puerto Rico Properties, from and after the completion (which date of completion shall be determined by Borrower exercising its commercially reasonable business judgment) of the PR Restoration, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by or on behalf of Borrower in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to LenderLender with respect to any matters at an Individual Property which are reasonably expected to be in excess of $500,000 (on an individual basis) (provided, however that, prior written notice to Lender is required at any time the aggregate amount of disputed Work Charges at a given time is equal to or greater than $1,500,000), Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunderthereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (iii) neither the applicable Individual Property nor any (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) neither such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property nor any part thereof or interest therein will Borrower shall have paid the same (or shall have caused the same to be in danger of being sold, forfeited, terminated, canceled or lost, paid) under protest; and (vi) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance with such Work Charge exceeds $500,000, Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower Subject to Section 3.5(b) below, Grantor will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (each, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien Lien or security interestinterest other than the Permitted Liens, even though inferior to the liens Liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof except for the Permitted EncumbrancesLiens. Grantor represents there are no claims for payment for work, labor or materials affecting the Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. (b) After prior written notice to LenderGrantee, BorrowerGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Grantor or to the Labor and Material CostsProperty or any alleged non-payment of any Work Charge, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Grantor is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lostlost during the duration of such legal proceeding; (iv) Grantor shall promptly upon final determination thereof pay (or cause to be paid) any such Work Charge determined to be valid, applicable and unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Grantor shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower Grantor shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceedingproceeding by applicable Laws or Legal Requirements, or as may be reasonably requested by Lender Grantee, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Grantee may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the sole but reasonable judgment of Grantee, the validity, applicability and non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost during or as a result of such legal proceeding or Work Charge.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) hereof, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall not be permitted prohibited under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will cause Mortgage Borrower to promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by Borrower in connection with the Property (any such bills and costs, a “Work Charge”), the failure of which to pay could reasonably be expected to have a Material Adverse Effect, and in any event never permit to exist beyond the due date thereof in respect of against the Property (or any part thereof thereof) or against Mortgage Borrower’s interest in the Property (or any part thereof) any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest Security Instrument other than the liens or security interests hereof created by the Mortgage Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to LenderBorrower may, at its own expense, contest (or permit Mortgage Borrower, at its own expense, may contest to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Mortgage Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, and (vi) Borrower lost nor shall have furnished there be any risk of the security lien of the Security Instrument being primed by any lien as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment a result of any contested Labor and Material Costs, together with all interest and penalties thereon.such Work Charge;

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay pay, or cause to be paid pursuant to the terms of any applicable Lease, when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by Borrower in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent and/or present danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in imminent and/or present danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing provisions of this Section 4.16(b), to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to exercise any contest rights explicitly set forth in such Lease in accordance with the express terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 4.16(b), the provisions set forth in such Lease shall govern and control. Borrower agrees to notify Lender in writing in the event that a Tenant under any Lease exercises its right to contest thereunder and agrees to deliver to Lender any correspondence received or delivered by Borrower pursuant to such Lease as it relates to such Tenant’s right to contest.

Payment for Labor and Materials. (a) Subject to clause (b) below, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never not permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted EncumbrancesEncumbrances and except for Liens expressly permitted by the Loan Agreement. (b) After prior written notice to Lender, Borrower, at its own expense, may withhold payment of labor and material costs and contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 7.16(b) hereof, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will cause Mortgage Borrower to promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by Borrower in connection with the Property (any such bills and costs, a “Work Charge”), the failure of which to pay could reasonably be expected to have a Material Adverse Effect, and in any event never permit to exist beyond the due date thereof in respect of against the Property (or any part thereof thereof) or against Mortgage Borrower’s interest in the Property (or any part thereof) any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest Security Instrument other than the liens or security interests hereof created by the Mortgage Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to LenderBorrower may, at its own expense, contest (or permit Mortgage Borrower and/or Mezzanine A Borrower, at its own expense, may contest to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Mortgage Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lostlost nor shall there be any risk of the lien of the Security Instrument being primed by any lien as a result of such Work Charge; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) if the amount in dispute exceeds $500,000 and such Work Charge relates to the work which is not a Permitted Alteration (or if such work is a Permitted Alteration, but the Completion Guaranty is not in full force and effect), Borrower shall provide evidence reasonably acceptable to Lender that such liabilities have furnished the been satisfactorily bonded over with third parties such or Borrower shall furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender (unless Mortgage Borrower has delivered such security to Mortgage Lender pursuant to Section 4.16(b) of the Mortgage Loan Agreement and Borrower has provided Lender with evidence of the same), to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the lien of the Security Instrument or the Pledge Agreement being primed by any lien as a result of such Work Charge.

Payment for Labor and Materials. (a) Borrower Subject to the Credit Agreement and the provisions of Section 3.5(b) below, Mortgagor (i) will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred by or on behalf of Mortgagor in connection with the Property and Property, unless Mortgagor is contesting the same in good faith pursuant to the express terms of this Mortgage or the other Credit Documents, (ii) never permit to exist beyond the due date thereof in respect of the Property Property, or any part thereof thereof, any lien Lien or security interestinterest for Labor and Material Costs, even though inferior to the liens Liens and the security interests hereofcreated hereby and by the other Credit Documents unless Mortgagor is contesting the same in good faith pursuant to the terms of this Mortgage or the other Credit Documents, and in any event (iii) never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof created hereby and by the other Credit Documents except for the Permitted EncumbrancesLiens or as otherwise expressly permitted by the Credit Agreement or the other Credit Documents. (b) After prior written notice to Lender, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Credit Agreement, the Note, this Security Instrument Mortgage or any of the other Loan Credit Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (viv) Borrower Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to the terms, provisions and conditions of the Loan Agreement, Borrower will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After Subject to the terms, provisions and conditions of the Loan Agreement, after prior written notice to Lender, Borrower, or (Anchor Tenant (as defined in the Loan Agreement) pursuant to the terms of the Anchor Tenant Lease (as defined in the Loan Agreement), at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Mortgage or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof hereof, except for (y) the Permitted Encumbrances. Exceptions (bdefined below) After and (z) the mechanics liens set forth on Schedule 2 attached hereto; provided, however, after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceedinglegal, administrative or other proceeding promptly initiated and conducted in good faith and with due diligence, the amount or validity or application application, in whole or in part part, of any of the Labor and Material Costs, bill xx cost or lien thereof provided that (ia) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iiib) such proceeding shall suspend the collection of thereof from Borrower, Lender and the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protestProperty, (ivc) if required by Lender, and not otherwise deposited with the title company insuring the lien of this Security Instrument or the court having jurisdiction over such proceeding shall be permitted under as required thereby, the deposit with Lender of adequate reserves in an amount not less than Borrower's obligations being contested and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunderadditional interest, charge or penalty arising from such contest, (vc) neither the Property nor any part thereof or interest therein will would be in any danger of being sold, forfeited, terminated, canceled forfeited or lostlost if Borrower pays the amount or satisfies the condition being contested, and Borrower would have the opportunity to so pay or satisfy, and shall do so, if required, in the event of Borrower's failure to prevail in the contest, (vid) in the case of any instrument of record affecting the Property or any part thereof, the contest or failure to perform under any such instrument shall not result in the placing of any lien on the Property or any part thereof unless such lien is bonded by Borrower shall have furnished in an amount not less than the security amount of the lien or such other amount as may be required by Lender and (e) except to the extent Borrower has deposited sufficient security with Lender, neither the failure to pay or perform any obligation which Borrower is permitted to contest under this Section 3.12 nor an adverse determination of any such contest shall result in a material adverse effect on the value or operation of the Property or any part or interest therein. If a negotiated settlement of any tax liability or other claim being contested pursuant to this Section 3.12 has been agreed upon by the applicable parties or a court of competent jurisdiction has issued a non-appealable order determining the amount of the tax liability or claim being contested, Lender shall release any funds held with respect to such tax liability or claim to the applicable taxing authority or claimant, as applicable, and any remaining funds to the Borrower provided that (i) Borrower delivers a certificate from an officer directing Lender to pay the amount specified in the proceedingsettlement or order, in each case with a copy of the settlement or as may be reasonably requested by Lender to insure order attached and (ii) no Event of Default has occurred and is then continuing under the payment of any contested Labor and Material CostsNote, together with all interest and penalties thereonthis Security Instrument or the Other Security Documents.

Payment for Labor and Materials. (a1) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with any Individual Property and, except in compliance with the Property and Mortgage, never permit to exist beyond the due date thereof in respect of the such Individual Property or any part thereof any lien or security interestLien, even though inferior to the liens and Liens of the security interests hereofLoan Documents, and in any event never permit to be created or exist in respect of the such Individual Property or any part thereof any other or additional lien or security interest Lien other than the liens Liens or security interests hereof of the Loan Documents, except for the Permitted Encumbrances. (b2) After Notwithstanding the foregoing, after prior written notice to LenderAdministrative Agent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor Lien in connection with any bills and Material Costscosts for labor, materials, and specifically fabricated materials incurred in connection with any Individual Property, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, remains uncured; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other material instrument to which Borrower is subject and shall not constitute a material default thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (viii) neither the Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such labor, materials, and specifically fabricated materials, together with any other costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested labor, materials, and specifically fabricated materials from the Individual Property; and (vi) Borrower shall have furnished the furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor such labor, materials, and Material Costsspecifically fabricated materials, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) hereof, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property Properties (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the any Individual Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the any Individual Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instruments, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower Mortgagor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTSLabor and Material Costs") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted EncumbrancesEncumbrances (as defined in the Loan Agreement). (b) After prior written notice to LenderMortgagee, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Mortgagee to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Individual Borrower will shall promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien Lien or security interest, even though inferior to the liens Liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof except for the Permitted Encumbrances. Individual Borrower represents there are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents. (ba) After prior written notice to Lender, Individual Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Individual Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Individual Borrower and from the Property or Individual Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Individual Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, lost and (vi) Individual Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender (not to exceed one hundred ten percent (110%) of the amount of such lien being contested), to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower Grantor will promptly pay when due all bills and costs for labor, materials, labor and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never not permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest Security Interest other than the liens or security interests hereof and except for the Permitted EncumbrancesExceptions. (b) After prior written notice to Lender, BorrowerGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Default or Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documentscontinuing, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, either (iiiA) such proceeding shall will suspend the collection of the Labor and Material Costs from Borrower Grantor and from the Property Property, or Borrower shall have (B) Grantor has paid all of the Labor and Material Costs under protest, (iviii) such proceeding shall be is permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Grantor or the Property is subject and shall will not constitute a default thereunder, (viv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (viv) Borrower shall have Grantor has furnished the such security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon, and (vi) Grantor has provided (at Grantor’s sole cost and expense) such endorsements to Lxxxxx’s title insurance policy as Lender may require. Lender may pay over any such security or part thereof held by Lxxxxx to the claimant entitled thereto at any time when, in the judgment of Lxxxxx, the entitlement of such claimant is established by a court of competent jurisdiction or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Labor and Material Costs becoming senior in priority, in whole or in part, to the Lien of the Security Instrument.

Payment for Labor and Materials. (a) Subject to the provisions of Section 3.12(b) below, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereofcreated hereby or by the other Loan Documents, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby or by the other Loan Documents, except for the Permitted EncumbrancesEncumbrances (defined below). (b) After prior written notice to LenderNotwithstanding the foregoing, it shall not be a default under the terms and conditions of this Section 3.12 if, in respect of a mechanic’s or materialman’s lien asserted against the Property for Labor and Material Costs (each, a “Mechanic’s Lien”), Borrower, at its own expense, may contest contests by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material CostsCosts or Mechanic’s Lien, provided that that: (i) no Event Borrower shall have provided Lender with written notice of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any such Mechanic’s Lien within five (5) Business Days of the other Loan Documents, obtaining knowledge thereof; (ii) Borrower is permitted to do so under within five (5) Business Days of obtaining knowledge of the provisions filing of any other mortgageMechanic’s Lien, deed Borrower shall have furnished to Lender (A) a cash deposit equal to 125% of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection amount of the Labor and Material Costs from Borrower and from which are the Property or Borrower shall have paid all subject of such Mechanic’s Lien, (B) an indemnity bond satisfactory to Lender with a surety satisfactory to Lender, in the amount of the Labor and Material Costs under protestwhich are the subject of such Mechanic’s Lien, or (C) insurance coverage to the satisfaction of Lender by the title insurance company issuing the title insurance policy insuring the lien of the Security Instrument, plus in each instance a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith; (iii) no Event of Default shall have occurred and be continuing; (iv) Borrower shall at all times diligently prosecute the discharge of such Mechanic’s Lien; (v) neither the Property nor any part thereof nor any interest therein shall be in danger of being sold, forfeited, terminated, canceled or lost; (vi) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunderthereunder beyond any applicable notice and cure periods, (vvii) neither such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property, or Borrower shall have paid all of the Labor and Material Costs under protest and (viii) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Labor and Materials Cost determined to be valid, applicable or unpaid. Lender may apply any such security or part thereof, as necessary to pay for such Labor and Materials Cost at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Labor and Materials Cost is finally established or the Property nor (or any part thereof or interest therein will be therein) is in danger of being sold, forfeited, terminated, canceled cancelled or lostlost (such that Lender would not, and (vi) Borrower shall after the passage of additional time, have furnished a reasonable period of time to avoid such sale, forfeit, termination, cancellation or loss though the application of the security as may be required in the proceeding, hereunder or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereonthrough other reasonable means).

Payment for Labor and Materials. (a1) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a "Work Charge") and never LOAN AGREEMENT – Page 56 41458-110/JANAF Shopping Yard (VA) permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b2) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or if no security is required by the proceeding such security as may be reasonably requested by Lender as necessary to protect its interests hereunder and, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or nonpayment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower Subject to Section 3.6(b) hereof, Mortgagor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof and of the other Project Loan Documents and Project Loan Documents, except for the Permitted Encumbrances. (ba) After prior written notice to LenderMortgagee, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Project Loan Agreement, the Project Loan Note, this Security Instrument or any of the other Project Loan Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid or bonded all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and shall be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Mortgagee, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay pay, or cause to be paid pursuant to the terms of any applicable Lease, when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by Borrower in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to LenderAdministrative Agent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent and present danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Administrative Agent, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Administrative Agent may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Administrative Agent, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in imminent and present danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing provisions of this Section 4.16(b), to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to exercise any contest rights explicitly set forth in such Lease in accordance with the express terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 4.16(b), the provisions set forth in such Lease shall govern and control. Borrower agrees to notify Administrative Agent in writing in the event that a Tenant under any Lease exercises its right to contest thereunder and agrees to deliver to Administrative Agent any correspondence received or delivered by Borrower pursuant to such Lease as it relates to such Tenant’s right to contest.

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay pay, or cause to be paid pursuant to the terms of any applicable Lease, when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by Mortgage Borrower in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby, by the Pledge Agreement, the other Loan Documents and the Mortgage Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower, Mortgage Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower and Mortgage Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent and/or present danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower or Mortgage Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or cause Mortgage Borrower to furnish such security as may be reasonably requested by Lender Mortgage Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith (or in the event Mortgage Lender has waived the requirement for such security, Lender reserves the right to require Borrower to deliver such security as may be reasonably requested by Lender. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in imminent and/or present danger of being sold, forfeited, terminated, cancelled or lost). Notwithstanding the foregoing provisions of this Section 4.16(b), to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to exercise any contest rights explicitly set forth in such Lease in accordance with the express terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 4.16(b), the provisions set forth in such Lease shall govern and control. Borrower agrees to notify Lender in writing in the event that a Tenant under any Lease exercises its right to contest thereunder and agrees to deliver to Lender any correspondence received or delivered by Borrower pursuant to such Lease as it relates to such Tenant’s right to contest.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) and (c) hereof and subject to the terms of the Loan Documents, Borrower (i) will promptly pay when due all bills and costs for labor, materials, professional services and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) contracted for by Borrower and incurred in connection with the Property and never Property, (ii) will not permit to exist beyond the due date thereof or will bond over in respect of the Property Property, or any part thereof thereof, any lien Lien or security interestinterest (other than the Permitted Encumbrances), even though inferior to the liens Liens and the security interests hereofcreated hereby and by the other Loan Documents, and in any event never (iii) will not permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof created hereby and by the other Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted at all times in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that that: (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Deed of Trust or any of the other Loan Documents, ; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid or bonded over all of the Labor and Material Costs under protest, protest as recquired by applicable law; (iviii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, ; (viv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (v) unless paid or bonded over under protest, and (vi) Borrower shall have furnished to Lender either (A) a cash deposit equal to 125% of the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment amount of any such contested Labor and Material Costs, together or (B) an indemnity bond reasonably satisfactory to Lender with a surety reasonably satisfactory to Lender, in the amount of such Labor and Material Costs, plus in either of the foregoing cases a reasonable additional sum to pay all costs, interest and penalties thereonthat may be imposed or incurred in connection therewith; ((vi) such contest by Borrower shall not materially and adversely affect the ownership, use or occupancy of the Property; and (vii) such contest by Borrower shall not subject Lender or Borrower to civil or criminal liability (other than the civil liability of Borrower for the amount of the Labor and Material Costs in question plus interest). (c) Notwithstanding the foregoing, it shall not be a default under the terms and conditions of this Section 3.6 if, in respect of a mechanic’s or materialman’s lien recorded against the Property for Labor and Material Costs (each, a “Mechanic’s Lien”): (i) Borrower shall have provided Lender with written notice of such Xxxxxxxx’s Lien within ten (10) days of obtaining actual knowledge of the existence thereof; (ii) within ten (10) days of obtaining actual knowledge of the recording of any Mechanic’s Lien, Borrower shall have either: (A) posted a bond over such Mechanic’s Lien in accordance with applicable law, (B) caused such Mechanic’s Lien to be paid under protest or otherwise if permitted by applicable law, (C) paid a cash deposit equal to 125% of the amount of the Labor and Material Costs which are the subject of such Mechanic’s Lien, or (D) posted an indemnity bond reasonably satisfactory to Lender with a surety reasonably satisfactory to Lender, in the amount of the Labor and Material Costs which are the subject of such Mechanic’s Lien, plus in each instance a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith; (iii) no Event of Default shall have occurred and be continuing under the Loan Agreement, the Note, this Deed of Trust or any of the other Loan Documents; (iv) Borrower shall at all times diligently prosecute the discharge of such Mechanic’s Lien, and shall update Lender regarding the status of same from time to time upon Xxxxxx’s request; (v) neither the Property nor any part thereof nor any interest therein shall be in danger of being sold, forfeited, terminated, canceled or lost; (vi) Borrower shall preclude the collection of, or other realization upon, any contested amount from the Property or any revenues from or interest in the Property; (vii) such contest by Borrower shall not materially and adversely affect the ownership, use or occupancy of the Property, (viii) such contest by Borrower shall not subject Trustee, Lender or Borrower to civil or criminal liability (other than the civil liability of Borrower for the amount of the Lien in question plus interest); and (ix) Borrower has not consented to such Xxxxxxxx’s Lien.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Deed of Trust or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender (provided, however, Lender shall not require such security in excess of 110% of any amount owed by Borrower for such Work Charge), to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the any Individual Property (any such bills and costs, a “Work Charge”) and all other trade payables and never permit to exist beyond the due date thereof (and never allow Mortgage Borrower to permit to exist) in respect of the any Individual Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist (and never allow Mortgage Borrower to permit to be created or exist) in respect of the any Individual Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created by the Security Instrument and the Mortgage Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge and/or any other trade payable, the applicability of any Work Charge and/or any other trade payable to Borrower, Mortgage Borrower or to any Individual Property or any alleged non-payment of any Work Charge and/or any other trade payable and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Mortgage Borrower is subject (including, without limitation, the Mortgage Loan Documents) and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither any Individual Property nor any part thereof or interest therein, nor the Property Collateral, nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.;

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Mortgage or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the and other than Permitted EncumbrancesEncumbrances (defined herein). (b) After prior written notice to LenderBeneficiary, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Credit Agreement, the Note, this Security Instrument Deed of Trust or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Beneficiary to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, labor and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never not permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never not permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest Security Interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Governmental Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Default or Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documentsoccurred, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, either (iiiA) such proceeding shall will suspend the collection of the Labor and Material Costs from Borrower and from the Property Property, or (B) Borrower shall have has paid all of the Labor and Material Costs under protest, , (iviii) such proceeding shall be is permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and shall will not constitute a default thereunder, (viv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (viv) Borrower shall have has furnished the such security as may be required in the proceeding, or as may be reasonably requested by Governmental Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon. Governmental Lender may pay over any such security or part thereof held by Governmental Lender to the claimant entitled thereto at any time when, in the judgment of Governmental Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Labor and Material Costs becoming senior in priority, in whole or in part, to the Lien of the Security Instrument.

Payment for Labor and Materials. (a) Borrower Subject to Section 3.05(b) below, Mortgagor will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (each, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien Lien or security interestinterest other than the Permitted Liens, even though inferior to the liens Liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof except for the Permitted EncumbrancesLiens. Mortgagor represents there are no claims for payment for work, labor or materials affecting the Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. (b) After prior written notice to LenderMortgagee, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Mortgagor or to the Labor and Material CostsProperty or any alleged non-payment of any Work Charge, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lostlost during the duration of such legal proceeding; (iv) Mortgagor shall promptly upon final determination thereof pay (or cause to be paid) any such Work Charge determined to be valid, applicable and unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Mortgagor shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower Mortgagor shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceedingproceeding by applicable Laws or Legal Requirements, or as may be reasonably requested by Lender Mortgagee, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Mortgagee may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the sole but reasonable judgment of Mortgagee, the validity, applicability and non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost during or as a result of such legal proceeding or Work Charge.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTSLabor and Material Costs") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, by Oregon Revised Statute Section 87.076 or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) hereof, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien Lien or security interest, even though inferior to the liens Liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) hereof, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTSLabor and Material Costs") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien Lien or security interest, even though inferior to the liens Liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower Subject to Section 3.6(b), Grantor will promptly pay when due all bills and costs for labor, materials, materials and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred by Grantor in connection with the Property and never permit to exist beyond the due date thereof in respect of Grantor’s interest in the Property Property, or any part thereof thereof, any lien or security interest, even though inferior to the liens and the security interests hereofcreated hereby and by the other Loan Documents, and in any event never permit to be created or exist in respect of Grantor’s interest in the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the other Loan Documents, except for the Permitted Encumbrances.. With respect to liens filed against Grantor’s interest in the Property due to costs for work or materials incurred by Master Tenant, Grantor shall use commercially reasonable efforts to enforce (and otherwise take any reasonable effort Lender may reasonably require to enforce) the Master Tenant Lease with respect to payment of the same (b) After prior written notice to Lender, BorrowerGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Deed of Trust or any of the other Loan Documents, (ii) Borrower Grantor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Grantor and from the Property or Borrower Grantor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Grantor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, ; and (vi) Borrower Grantor shall have furnished to Lender either (1) a cash deposit equal to 125% of the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment amount of any such contested Labor and Material Costs, together or (2) an indemnity bond satisfactory to Lender with a surety satisfactory to Lender, in the amount of such Labor and Material Costs, plus in either of the foregoing cases a reasonable additional sum to pay all costs, interest and penalties thereonthat may be imposed or incurred in connection therewith. Lender shall make any security so provided to Lender available to satisfy Grantor’s obligations so being contested upon resolution thereof, and, provided that no Event of Default has occurred and is continuing, shall return any excess to Grantor.

Payment for Labor and Materials. (a) Borrower Mortgagor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Tenant is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) and Section 10.1 below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property Properties (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the any Individual Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the any Individual Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instruments, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the Labor and Material Costssame, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) hereof, Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien Lien or security interest, even though inferior to the liens Liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a1) Borrower Borrowers will promptly pay or cause to be paid when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with any Individual Property and, except in compliance with the Property and Loan Documents, never permit to exist beyond the due date thereof in respect of the such Individual Property or any part thereof any lien or security interestLien, even though inferior to the liens and Liens of the security interests hereofLoan Documents, and in any no event never permit to be created or exist in respect of the any Individual Property or any part thereof any other or additional lien or security interest Lien other than the liens Liens or security interests hereof of the Loan Documents, except for the Permitted Encumbrances. (b2) After Notwithstanding the foregoing, after prior written notice to LenderAdministrative Agent, the applicable Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor Lien in connection with any bills and Material Costscosts for labor, materials, and specifically fabricated materials incurred in connection with any Individual Property, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documentscontinuing, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other each material agreement or instrument to which each Borrower Party is subject and shall not constitute a material default thereunderthereunder and such proceeding shall be conducted in accordance with all Applicable Laws, (viii) neither the Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (iv) the applicable Borrower shall promptly upon final determination thereof pay or cause to be paid the amount of any such labor, materials, and specifically fabricated materials, together with any other costs, interest and penalties which may be payable in connection therewith, (v) such proceeding shall suspend the collection of such contested labor, materials, and specifically fabricated materials from the Individual Property, and (vi) the applicable Borrower shall have furnished the furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor such labor, materials, and Material Costsspecifically fabricated materials, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower Subject to Section 3.6(b) hereof, Mortgagor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof and of the other Senior Loan Documents and Senior Loan Documents, except for the Permitted Encumbrances. (ba) After prior written notice to LenderMortgagee, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Senior Loan Agreement, the Senior Loan Note, this Security Instrument or any of the other Senior Loan Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid or bonded all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and shall be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Mortgagee, to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a "Work Charge") and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be LOAN AGREEMENT – Page 61 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA) permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or if no security is required by the proceeding such security as may be reasonably requested by Lender as necessary to protect its interests hereunder and, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. (a) Borrower Subject to SECTION 3.6(b) hereof, Borrower (i) will promptly pay when due all bills and costs for labor, materials, materials and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and Property, (ii) never permit to exist beyond the due date thereof in respect of the Property Property, or any part thereof thereof, any lien Lien or security interest, even though inferior to the liens Liens and the security interests hereofcreated hereby and by the other Loan Documents, and in any event (iii) never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof created hereby and by the other Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that that: (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Deed of Trust or any of the other Loan Documents, ; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, ; (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, ; (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, ; (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, ; and (vi) if such Lien is equal to or greater than $25,000, Borrower shall have furnished to Lender either (A) a cash deposit equal to 125% of the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment amount of any such contested Labor and Material Costs, together or (B) an indemnity bond reasonably satisfactory to Lender with a surety reasonably satisfactory to Lender, in the amount of such Labor and Material Costs, plus in either of the foregoing cases a reasonable additional sum to pay all costs, interest and penalties thereonthat may be imposed or incurred in connection therewith. (c) Notwithstanding the foregoing, it shall not be a default under the terms and conditions of this SECTION 3.6 if, in respect of a mechanic's or materialman's lien asserted against the Property for Labor and Material Costs (each, a "MECHANIC'S LIEN"): (i) Borrower shall have provided Lender with written notice of such Mechanic's Lien within five (5) days of obtaining knowledge thereof; (ii) within five (5) days of obtaining knowledge of the filing of any Mechanic's Lien, if such Mechanic's Lien is equal to or greater than $25,000, Borrower shall have furnished to Lender either (A) a cash deposit equal to 125% of the amount of the Labor and Material Costs which are the subject of such Mechanic's Lien, or (B) an indemnity bond reasonably satisfactory to Lender with a surety reasonably satisfactory to Lender, in the amount of the Labor and Material Costs which are the subject of such Mechanic's Lien, plus in each instance a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith; (iii) no Event of Default shall have occurred and be continuing under the Loan Agreement, the Note, this Deed of Trust or any of the other Loan Documents; (iv) Borrower shall at all times diligently prosecute the discharge of such Mechanic's Lien; and (v) neither the Property nor any part thereof nor any interest therein shall be in danger of being sold, forfeited, terminated, canceled or lost.

Payment for Labor and Materials. (a) Borrower Mortgagor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTSLabor and Material Costs") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, BorrowerMortgagor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Tenant is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower Mortgagor shall have furnished the he security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 3.6(b), Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTSLabor and Material Costs") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted EncumbrancesEncumbrances and other Liens permitted pursuant to the Loan Documents. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Mortgage or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs (or such portion thereof as to which collection is not suspended) under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in immediate danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 4.16(b) below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the any Individual Property (any such bills and costs, a “Work Charge”) and all other trade payables and never permit to exist beyond the due date thereof (and never allow Mortgage Borrower or Mezzanine A Borrower to permit to exist) in respect of any Individual Property or any part thereof or the Property Mezzanine A Collateral or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist (and never allow Mortgage Borrower or Mezzanine A Borrower to permit to be created or exist) in respect of the any Individual Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created by the Security Instrument, the Mezzanine A Loan Documents and the Mortgage Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit Mortgage Borrower and/or Mezzanine A Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge and/or any other trade payable, the applicability of any Work Charge and/or any other trade payable to Borrower, Mortgage Borrower, Mezzanine A Borrower, the Labor Mezzanine A Collateral, the Collateral or to any Individual Property or any alleged non-payment of any Work Charge and/or any other trade payable and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower, Mezzanine A Borrower or Mortgage Borrower is subject (including, without limitation, the Mortgage Loan Documents and the Mezzanine A Loan Documents) and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (viii) neither any Individual Property nor any part thereof or interest therein, nor the Property Collateral, nor any part thereof or interest therein, nor the Mezzanine A Collateral, nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.;

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay pay, or cause to be paid pursuant to the terms of any applicable Lease, when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred by Borrower in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to LenderAdministrative Agent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent and present danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Administrative Agent, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Administrative Agent may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the reasonable judgment of Administrative Agent, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in imminent and present danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing provisions of this Section 4.16(b), to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to exercise any contest rights explicitly set forth in such Lease in accordance with the express terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 4.16(b), the provisions set forth in such Lease shall govern and control. Borrower agrees to notify Administrative Agent in writing in the event that a Tenant under any Lease exercises its right to contest thereunder and agrees to deliver to Administrative Agent any correspondence received or delivered by Borrower pursuant to such Lease as it relates to such Tenant’s right to contest.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTSLabor and Material Costs") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

Payment for Labor and Materials. (a) Subject to Section 3.6(b) hereof, Borrower (i) will promptly pay pay, when properly due and payable, all bills and costs for labor, materials, materials and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and never Property, (ii) never, except to the extent permitted under the Loan Agreement, permit to exist beyond the due date thereof in respect of the Property Property, or any part thereof thereof, any lien Lien or security interest, even though inferior to the liens Liens and the security interests hereofcreated hereby and by the other Loan Documents, and in any event never (iii) never, except to the extent expressly permitted under the Loan Agreement, permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof created hereby and by the other Loan Documents, except for the Permitted Encumbrances. (b) After prior written notice to LenderAgent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted at all times in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that that: (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, ; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, ; (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower or Agent shall have allocated a portion of the Additional Reserve to such contested Labor and Material Costs in the manner provided for under Section 7.7 of the Construction Loan Agreement, (v) such contest by Borrower shall not adversely affect the ownership, use or occupancy of the Property; and (vi) such contest by Borrower shall not subject Agent or Borrower to civil or criminal liability (other than the civil liability of Borrower for the amount of the Labor and Material Costs in question plus interest and recoverable costs). (c) Notwithstanding the foregoing, it shall not be a default under the terms and conditions of this Section 3.6 if, in respect of a statutory construction lien, mechanic’s or materialman’s lien asserted against the Property for Labor and Material Costs (each, a “Mechanic’s Lien”): (i) Borrower shall have provided Agent with written notice of such Mechanic’s Lien within ten (10) days of obtaining knowledge thereof; (ii) within thirty (30) days of obtaining knowledge of the filing of any Mechanic’s Lien, Borrower shall have transferred the Mechanic’s Lien to security in the manner provided for in Fla. Stat. §713.24 utilizing funds from the Additional Reserve Account; (iii) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents; (iv) Borrower shall at all times diligently prosecute the discharge of such Mechanic’s Lien, and shall update Agent regarding the status of same from time to time upon Agent’s request; (v) neither the Property nor any part thereof nor any interest therein shall be in imminent danger of being sold, forfeited, terminated, canceled or lost; (vi) Borrower shall have furnished preclude the security as may be required collection of, or other realization upon, any contested amount from the Property or any revenues from or interest in the proceedingProperty; (vii) such contest by Borrower shall not adversely affect the ownership, use or as occupancy of the Property, (viii) such contest by Borrower shall not subject Agent or Borrower to civil or criminal liability (other than the civil liability of Borrower for the amount of the Lien in question plus interest and recoverable costs); and (ix) Borrower has not consented to such Mechanic’s Lien. (d) Without limiting and in addition to the foregoing, Borrower and Agent may be reasonably requested by Lender allocate portions of the Additional Reserve to insure Labor and Materials Costs and Mechanic’s Liens in the payment manner provided for under the Loan Agreement, with the provisions of the Loan Agreement to control in the event of any contested Labor conflict between the Loan Agreement and Material Costs, together with all interest and penalties thereonthis Security Instrument.

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, BorrowerBorrower or Master Lessee, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower, Master Lessee or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower and/or Master Lessee is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower or Master Lessee shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower or Master Lessee, as the case may be, shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may (x) apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost, (y) provided that no Event of Default has occurred and is continuing, shall make such security available to Borrower or Master Lessee, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is continuing, shall release any balance of such security to Borrower or Master Lessee, as the case may be.

Payment for Labor and Materials. (a) Subject to Section 4.16(b), Borrower will will, or shall cause Operating Tenant to, promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interestinterest with respect to Work Charges, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof created hereby and by the Security Instrument, except for the Permitted Encumbrances. (b) After prior written notice to Lender, BorrowerBorrower or Operating Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Work Charge, the applicability of any Work Charge to Borrower, Operating Tenant or to the Labor Property or any alleged non-payment of any Work Charge and Material Costsdefer paying the same, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, continuing; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Operating Tenant, as applicable, is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Law; (viii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrower shall, or shall cause Operating Tenant to, promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the Property or Borrower shall, or shall cause Operating Tenant to, have paid the same (or shall have caused the same to be paid) under protest; and (vi) Borrower shall have furnished the furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender Lender, to insure the payment of any contested Labor and Material Costssuch Work Charge, together with all interest and penalties thereonpayable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Payment for Labor and Materials. Subject to Section 3.06(b) hereof, Grantor (ai) Borrower will promptly pay when due all bills and costs for labor, materials, materials and specifically fabricated materials ("LABOR AND MATERIAL COSTS"“Labor and Material Costs”) incurred in connection with the Property and Property, (ii) never permit to exist beyond the due date thereof in respect of the Property Property, or any part thereof thereof, any lien Lien or security interest, even though inferior to the liens Liens and the security interests hereofcreated hereby and by the other Loan Documents, subject to Grantor’s right to contest Xxxxx as set forth in the Loan Agreement and herein, and in any event (iii) never permit to be created or exist in respect of the Property or any part thereof any other or additional lien Lien or security interest other than the liens Liens or security interests hereof created hereby and by the other Loan Documents, except for the Permitted Encumbrances. (ba) After prior written notice to LenderBeneficiary, BorrowerGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted at all times in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that that: (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument Deed of Trust or any of the other Loan Documents, ; (ii) Borrower Grantor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, ; (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower Grantor and from the Property or Borrower Grantor shall have paid all of the Labor and Material Costs under protest, ; (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Grantor is subject and shall not constitute a default thereunder, ; (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and ; (vi) Borrower Grantor shall have either (A) furnished to Beneficiary a cash deposit equal to 150% of the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment amount of any such contested Labor and Material Costs, together or (B) obtained and filed an indemnity bond satisfactory to Beneficiary with a surety satisfactory to Beneficiary, in the amount of such Labor and Material Costs, plus in either of the foregoing cases a reasonable additional sum to pay all costs, interest and penalties thereonthat may be imposed or incurred in connection therewith; (vii) such contest by Grantor shall not materially and adversely affect the ownership, use or occupancy of the Property; and (viii) such contest by Grantor shall not subject Beneficiary or Grantor to civil or criminal liability (other than the civil liability of Grantor for the amount of the Labor and Material Costs in question plus interest). (b) Notwithstanding the foregoing, it shall not be a default under the terms and conditions of this Section 3.06 if, in respect of a mechanic’s or materialman’s lien asserted against the Property for Labor and Material Costs (each, a “Mechanic’s Lien”):