Common use of Payment of Taxes and Claims Clause in Contracts

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor to, pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor.

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor to, pay and discharge or cause to be paid and discharged when due (ai) all taxes, assessments and other governmental charges or levies imposed upon it or upon on any of its properties or assets or in respect of any of its franchises, business, income or profits Property before any penalty or upon any properties belonging to itinterest accrues thereon, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to payment of which will have a Material Adverse Effect on either Borrower, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums, material in the aggregate to Borrower, which have become due and payable and which by law have or may become a Lien other than a judgment lien upon any of Borrower's Properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto. Notwithstanding the foregoing, Borrower may contest by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any taxes, assessments, other governmental charges or claims described above, provided that Borrower shall provide such security as may be reasonably required by Administrative Agent to insure ultimate payment of the same and to prevent any sale or forfeiture of any of Borrower's Property (or any portion thereof or interest therein), provided however, that the provisions of this Section 6.1(d) shall not be construed to permit Borrower to contest the payment of any Obligations or any other sums payable by Borrower to Administrative Agent or the REIT GuarantorLenders hereunder or under any other Loan Document. Notwithstanding any of the foregoing, Borrower shall indemnify, defend and save Administrative Agent and the Lenders harmless from and against any liability, cost or expense of any kind that may be imposed on Administrative Agent or the Lenders in connection with any such contest and any loss resulting therefrom.

Payment of Taxes and Claims. The Borrower shallCompany will cause each of its tenants to duly pay and discharge, all taxes, rates, assessments, fees, and shall governmental charges upon or against it or its Property relating to such Property, that individually or collectively would materially impair the value of such Property, and in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor. The Company will, and will cause each other Obligor of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge or cause all taxes shown to be paid due and discharged when due (a) payable on such returns and all other taxes, assessments and assessments, governmental charges charges, or levies imposed upon it on them or upon its any of their Properties, assets, income or profits franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on Properties or assets of the Company or any properties of such Person; providedSubsidiary, however, provided that this Section shall not require neither the payment or discharge of Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim which if (i) the amount, applicability or validity thereof is being contested by the Company or such Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend proceedings, and the collection thereof and for which Company or a Subsidiary has established adequate reserves have been established therefor in accordance with GAAP on the books of the Company or such PersonSubsidiary, in accordance with GAAP; provided further that upon or (ii) the commencement nonpayment of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is providedtaxes, will pay each such taxassessments, assessmentcharges, governmental charge, levy or claim. With respect to each Subsidiary of levies and claims in the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made aggregate could not reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect.

Payment of Taxes and Claims. The Borrower shall, and Pledgor shall cause each other Obligor to, pay and discharge or cause to be paid and discharged when due make payment of (ai) all taxes, assessments assessments, license fees, levies and governmental other charges or levies of Governmental Bodies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, which if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect or become a Lien on either the Borrower Property of the Pledgor, unless and to the extent only that such taxes, assessments, charges, license fees, levies and other charges shall be contested in good faith and by appropriate proceedings diligently conducted by the Pledgor and the Collateral Agent has received prompt notice of such contest, (ii) all taxes, assessments, license fees, levies and other charges of Governmental Bodies on any of the Collateral before any penalty or interest accrues thereon, unless and to the REIT Guarantorextent only that such taxes, assessments, charges, license fees, levies and other charges shall be contested in good faith and by appropriate proceedings diligently conducted by the Pledgor and the Collateral Agent has received prompt notice of such contest, before any penalty or interest accrues thereon, and (iii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums materially adversely affecting the Collateral, which have become due and payable and which by law have or may become a Lien upon any of the Collateral prior to the time when any penalty or fine shall be incurred with respect thereto, unless and to the extent such claim is being contested in good faith and by appropriate proceedings diligently conducted by the Pledgor, the Collateral Agent has received prompt notice of such contest, any proceeding to place a lien on the Collateral or to enforce a lien on the Collateral has been stayed and such contest is not reasonably expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The 7.5.1. Except as could not reasonably be expected to have a Material Adverse Effect, the Borrower shall, and shall cause each other Obligor to, will pay and discharge or cause to be paid and discharged when due (ai) all taxes, assessments and governmental charges or levies Taxes imposed upon it or upon any of its assets or with respect to any of its franchises, business, income or profits before any material penalty or upon any properties belonging to it, interest accrues thereon and (bii) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords (including claims for labor, materialsservices, supplies materials and rentals which, if unpaid, supplies) for sums which have become due and payable and which have or might become a Lien (other than a Permitted Lien) on any properties of such Personits assets; provided, however, that this Section no payment of such Taxes or claims shall not require be required if (a) the payment amount, applicability or discharge of any such tax, assessment, charge, levy or claim which validity thereof is currently being contested in good faith by appropriate proceedings which operate to suspend the collection thereof promptly initiated and for which adequate reserves have been established on the books of such Persondiligently conducted, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject the Borrower shall have set aside on its books reserves (segregated to the provisos contained therein and where the failure to make such payments or cause such payments extent required by applicable accounting principles) reasonably deemed by it to be made adequate with respect thereto. 7.5.2. Except as could not reasonably be expected to have a Material Adverse Effect Effect, each Guarantor will pay (i) all Taxes imposed upon it or any of its assets or with respect to any of its franchises, business, income or profits before any material penalty or interest accrues thereon and (ii) all claims (including claims for labor, services, materials and supplies) for sums which have become due and payable and which have or might become a Lien (other than a Permitted Lien) on either any of its assets; provided however, that no payment of such Taxes or claims shall be required if (a) the Borrower amount, applicability or validity thereof is currently being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, and (b) such Guarantor shall have set aside on its books reserves (segregated to the REIT Guarantorextent required by applicable accounting principles) reasonably deemed by it to be adequate with respect thereto.

Payment of Taxes and Claims. The Borrower shallCompany and the Parent Guarantor will, and shall will cause each other Obligor of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge or cause all taxes shown to be paid due and discharged when due (a) payable on such returns and all other taxes, assessments and assessments, governmental charges charges, or levies imposed upon it on them or upon its any of their properties, assets, income or profits franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on properties or assets of either of the Company, the Parent Guarantor or any properties of such Persontheir respective Subsidiaries; providedprovided that neither the Company, however, that this Section shall not require the payment or discharge Parent Guarantor nor any of their respective Subsidiaries need pay any such tax, assessment, charge, levy or claim which if (a) the amount, applicability or validity thereof is being contested by the Company, the Parent Guarantor or such Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend proceedings, and the collection thereof and for which Company, the Parent Guarantor or such Subsidiary has established adequate reserves have been established therefor in accordance with GAAP on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an ObligorCompany, the Borrower shall cause each Parent Guarantor or such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein nonpayment of all such taxes, assessments, charges, levies and where claims could not, individually or in the failure to make such payments or cause such payments to be made could aggregate, reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor.Effect. Agree Limited Partnership Uncommitted Master Note Facility

Payment of Taxes and Claims. The Borrower shallCompany and the Parent Guarantor will, and shall will cause each other Obligor of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge or cause all taxes shown to be paid due and discharged when due (a) payable on such returns and all other taxes, assessments and assessments, governmental charges charges, or levies imposed upon it on them or upon its any of their properties, assets, income or profits franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on properties or assets of either of the Company, the Parent Guarantor or any properties of such Persontheir respective Subsidiaries; providedprovided that neither the Company, however, that this Section shall not require the payment or discharge Parent Guarantor nor any of their respective Subsidiaries need pay any such tax, tax or assessment, charge, levy or claim which if (a) the amount, applicability or validity thereof is being contested by the Company, the Parent Guarantor or such Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend proceedings, and the collection thereof and for which Company, the Parent Guarantor or such Subsidiary has established adequate reserves have been established therefor in accordance with GAAP on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an ObligorCompany, the Borrower shall cause each Parent Guarantor or such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein nonpayment of all such taxes, assessments, charges, levies and where claims could not, individually or in the failure to make such payments or cause such payments to be made could aggregate, reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect.

Payment of Taxes and Claims. The Borrower shallCompany will, and shall will cause each other Obligor of its Subsidiaries to, pay and discharge or cause to be paid and discharged when due before they become delinquent: (a) all taxes, assessments and governmental charges or levies imposed upon it the Company or upon any of its Subsidiaries (or any other Subsidiaries of the Company which are part of any affiliated group, within the meaning of Section 1504 (a) (1) of the code, with the Company or any of its Subsidiaries) or their income or profits or upon their Property, real, personal or mixed, or upon any properties belonging to it, and part thereof; (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, materials and supplies and rentals which, if unpaid, might become would result in the creation of a Lien on upon Property of the Company or any properties of such Personits Subsidiaries; and (c) all claims, assessments, or levies required to be paid by the Company or any of its Subsidiaries or any agreement, contract, Statute or Order governing or relating to any thereof; provided, howeverthat the taxes, that this assessments, claims, charges and levies described in Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a9.2(a) and (b) above subject need not be paid while being diligently contested in good faith and by appropriate proceedings so long as (i) adequate book reserves have been established with respect thereto in accordance with GAAP and (ii) neither the Company's nor any such Subsidiary's title to the provisos contained therein and where the failure right to make use its Property is materially adversely affected by such payments or non-payment. The Company will timely file, and will cause such payments its subsidiaries to file, all tax returns required to be made could reasonably filed in connection with the payment of taxes required by this Section 9.2. If an Event of Default shall have occurred and be expected to continuing and any such contested items shall have resulted in a Material Adverse Effect on either Lien or claim upon any of the Borrower Company's or any of its Subsidiaries' Property, the REIT GuarantorPurchaser may, at their election (but shall not be obligated to), (a) procure the release and discharge of any such Lien or claim and any judgment or decree thereon, without inquiring into or investigating the amount, validity or enforceability of such Lien or claim and (b) effect any settlement or compromise of the same, and any amounts expended by the Purchaser in connection therewith including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be reimbursed by the Company within five Business Days of demand therefor by the Purchaser.

Payment of Taxes and Claims. The Borrower shallCompany and Credit Parties will cause each of their respective tenants to duly pay and discharge, all taxes, rates, assessments, fees, and shall governmental charges upon or against it or its Property relating to such Property, that individually or collectively would materially impair the value of such Property, and in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor. The Company will, and will cause each other Obligor of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge or cause all taxes shown to be paid due and discharged when due (a) payable on such returns and all other taxes, assessments and assessments, governmental charges charges, or levies imposed upon it on them or upon its any of their Properties, assets, income or profits franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on Properties or assets of the Company or any properties of such Person; providedSubsidiary, however, provided that this Section shall not require neither the payment or discharge of Company nor any Subsidiary need pay any such taxtax or assessment or claims if (i) the amount, assessment, charge, levy applicability or claim which validity thereof is being contested by the Company or such Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend proceedings, and the collection thereof and for which Company or a Subsidiary has established adequate reserves have been established therefor in accordance with GAAP on the books of the Company or such PersonSubsidiary, in accordance with GAAP; provided further that upon or (ii) the commencement nonpayment of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is providedtaxes, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of assessments and claims in the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made aggregate could not reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect.

Payment of Taxes and Claims. The Borrower shall, shall and shall cause each other Obligor of its Subsidiaries to, duly pay and discharge or cause to be paid all Federal State and discharged when due (a) all local income taxes, assessments withholding taxes, excise taxes and other material taxes, assessments, contributions and governmental charges upon or levies imposed upon against it or upon its income properties or profits or upon any properties belonging to itassets, except for taxes, assessments, contributions and (b) all lawful claims governmental charges the validity of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is are being contested in good faith by appropriate proceedings which operate diligently pursued and available to suspend Borrower and with respect to which, to the collection thereof and for which extent required by GAAP, adequate reserves have been established set aside on the its books of and such Person, in accordance with GAAP; provided further that taxes are not a lien upon the commencement of proceedings Collateral. Borrower shall provide Lender with evidence, upon Lender’s request, immediately upon payment or filing thereof and in any event on or prior to foreclose any Lien the due date thereof, that may have attached as security thereforall Federal, such Person either (A) will provide a bond State and local excise and ad valorem taxes on or with respect to its Inventory or the sale, transfer, withdrawal, movement or other security sufficient under applicable law event or condition giving rise to stay all such proceedings or (B) if no such bond is provided, will pay each any such tax, assessment, governmental charge, levy have been paid and all required returns and reports duly filed when due. Borrower shall be liable for any tax or claim. With penalties imposed on Lender as a result of the financing arrangements provided for herein and Borrower agrees to indemnify and hold Lender harmless with respect to each Subsidiary the foregoing, and to repay to Lender on demand the amount thereof, and until paid by Borrower such amount shall be added and deemed part of the Loans; provided, that, nothing contained herein shall be construed to require Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge pay any income or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject franchise taxes attributable to the provisos contained therein income of Lender from any amounts charged or paid hereunder to Lender. The foregoing indemnity shall survive the payment of the Obligations and where the failure to make such payments termination or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantornon-renewal of this Agreement.

Payment of Taxes and Claims. The Borrower shallEach Credit Party will, and shall will cause each other Obligor of its Subsidiaries to, pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies Taxes imposed upon it or upon any of its income properties or profits assets or upon in respect of any properties belonging to itof its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (b) all lawful including claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materialsservices, supplies materials and rentals which, if unpaid, might supplies) for sums that have become due and payable and that by law have or may become a Lien on upon any of its properties of such Personor assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that this Section shall not require the payment or discharge of any no such tax, assessment, charge, levy Tax or claim which need be paid if it is being contested in good faith by appropriate proceedings which operate to suspend promptly instituted (in a commercially reasonable manner under the collection thereof particular circumstances that then exist) and for which adequate reserves have been established on the books of such Persondiligently conducted, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached so long as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) above subject in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the provisos contained therein filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries). Each Credit Party will (a) withhold from each payment made to any of its past or present employees, officers or directors, and where to any non resident of the failure to make such payments or cause such payments country in which it is resident, the amount of all Taxes and other deductions required to be made could reasonably withheld therefrom and pay the same to the proper tax or other receiving officers within the time required under any applicable laws and (b) collect from all Persons the amount of all Taxes required to be expected collected from them and remit the same to have a Material Adverse Effect on either the Borrower proper tax or other receiving officers within the REIT Guarantortime required under any applicable laws.

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor to, pay and discharge or cause to be paid and discharged when due (ai) all taxes, assessments and other governmental charges or levies imposed upon it or upon on any of its properties or assets or in respect of any of its franchises, business, income or profits Property before any penalty or upon any properties belonging to itinterest accrues thereon, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to payment of which will have a Material Adverse Effect on either Borrower, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums, material in the aggregate to Borrower, which have become due and payable and which by law have or may become a Lien other than a judgment lien upon any of Borrower's Properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto. Notwithstanding the foregoing, Borrower may contest by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any taxes, assessments, other governmental charges or claims described above, provided that Borrower shall provide such security as may be reasonably required by Agent to insure ultimate payment of the REIT Guarantorsame and to prevent any sale or forfeiture of any of Borrower's Property (or any portion thereof or interest therein), provided however, that the provisions of this SECTION 6.1(d) shall not be construed to permit Borrower to contest the payment of any Obligations or any other sums payable by Borrower to Agent or Lenders hereunder or under any other Loan Document. Notwithstanding any of the foregoing, Borrower shall indemnify, defend and save Agent and Lenders harmless from and against any liability, cost or expense of any kind that may be imposed on Agent or Lenders in connection with any such contest and any loss resulting therefrom.

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor of its Restricted Subsidiaries to, pay all federal and discharge or cause to be paid other material Taxes, assessments, water and discharged when due (a) all taxes, assessments sewer rents and other governmental charges which may be assessed, levied or levies filed against or imposed upon it or upon any of its properties or assets (including, without limitation, the Specific Real Property and the Material Real Property) or in respect of any of its franchises, business, income or profits before any penalty or upon any properties belonging to itinterest accrues thereon, and all claims (b) all lawful including, without limitation, claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materialsservices, supplies materials and rentals which, if unpaid, supplies) for sums that have become due and payable and that by Law have or might become a Lien on upon any of its properties of or assets, provided that no such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy charge or claim which is need be paid if being contested in good faith by appropriate proceedings which operate to suspend the collection thereof promptly initiated and for which adequate reserves diligently conducted and if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been established on made therefor and, if the books filing of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law indemnity is necessary to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary avoid the creation of a Lien against any of the assets of the Borrower or any of its Restricted Subsidiaries, such bond shall have been filed or indemnity posted. The Borrower shall produce to the Agent, upon request (acting at the direction of the Majority Lenders), receipts for the payment of all such Taxes, assessments, water and each Subsidiary of an Obligor, sewer rents and other governmental charges. In the event the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure any of its Restricted Subsidiaries fails to make such payments or cause such payments payment within five (5) days after written notice thereof from the Agent, then the Agent (acting at the direction of the Majority Lenders) shall have the right, but shall not be obligated, to be made could reasonably be expected to have a Material Adverse Effect on either pay the amount due, and the Borrower or shall, on demand, reimburse the REIT GuarantorAgent (for further distribution to the Lenders) for said amount.

Payment of Taxes and Claims. The Borrower shallCompany will, and shall will cause each other Obligor of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge or cause all taxes shown to be paid due and discharged when due (a) payable on such returns and all other taxes, assessments and assessments, governmental charges charges, or levies imposed upon it on them or upon its any of their properties, assets, income or profits franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on properties or assets of the Company or any properties of Subsidiary, provided that neither the Company nor any Subsidiary need make any such Person; provided, however, that this Section shall not require the payment filing or discharge of pay any such tax, assessment, charge, levy or claim which if (a) the amount, applicability or validity thereof is being contested by the Company or such Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend proceedings, and the collection thereof and for which Company or a Subsidiary has established adequate reserves have been established therefor in accordance with GAAP on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond Company or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein non-filing or nonpayment of all such returns, taxes, assessments, charges, levies and where claims could not, individually or in the failure to make such payments or cause such payments to be made could aggregate, reasonably be expected to have a Material Adverse Effect Effect, and provided further that nothing in this Section 9.4 shall impose any obligation on either the Borrower Company or any of its Subsidiaries to file any tax returns, pay any taxes shown thereon or pay and discharge any other taxes, assessments, governmental charges, levies or claims to the REIT Guarantorextent that, pursuant to the terms of the applicable Leases or EPR Senior Property Loan Documents or other applicable lease or mortgage documents, the tenant or mortgagor, as applicable, with respect to the relevant property is obligated to perform or pay such obligation.

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor Continuing Subsidiary to, pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; providedPROVIDED, howeverHOWEVER, that this Section the foregoing shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of the Borrower or such PersonSubsidiary, as applicable, in accordance with GAAP. The Borrower shall cause each Discontinued Subsidiary to, pay and discharge when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided further PROVIDED, HOWEVER, that upon the commencement foregoing shall not require the payment or discharge of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge claim (i) which is being contested in good faith by appropriate proceedings; or cause to be paid and discharged when due the items set forth in clauses (aii) and (b) above subject to the provisos contained therein and where if the failure to make such payments payment or to cause the discharge of such payments to be made could reasonably be expected to tax, assessment, charge, levy or claim would not have a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect.

Payment of Taxes and Claims. The Borrower shallCompany and Credit Parties will cause each of their respective tenants to duly pay and discharge, all taxes, rates, assessments, fees, and shall governmental charges upon or against it or its Property relating to such Property, that individually or collectively would materially impair the value of such Property, and in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor. The Company will, and will cause each other Obligor of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge or cause all taxes shown to be paid due and discharged when due (a) payable on such returns and all other taxes, assessments and assessments, governmental charges charges, or levies imposed upon it on them or upon its any of their Properties, assets, income or profits franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on Properties or assets of the Company or any properties of such Person; providedSubsidiary, however, provided that this Section shall not require neither the payment or discharge of Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim which if (i) the amount, applicability or validity thereof is being contested by the Company or such Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend proceedings, and the collection thereof and for which Company or a Subsidiary has established adequate reserves have been established therefor in accordance with GAAP on the books of the Company or such PersonSubsidiary, in accordance with GAAP; provided further that upon or (ii) the commencement nonpayment of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is providedtaxes, will pay each such taxassessments, assessmentcharges, governmental charge, levy or claim. With respect to each Subsidiary of levies and claims in the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made aggregate could not reasonably be expected to have a Material Adverse Effect on either Effect.” 1.3 Section 10.2(k) is amended to replace the Borrower or reference to “15%” therein with a reference to “20%”. 1.4 Section 10.2 is further amended to replace the REIT Guarantorreference to “20%” appearing in the last paragraph of such Section with a reference to “25%”. 1.5 Section 10.10(h) is amended and restated, as follows:

Payment of Taxes and Claims. The Borrower shallEach Credit Party will, and shall will cause each other Obligor of its Restricted Subsidiaries to, pay all federal income Taxes, state income Taxes and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies other material Taxes imposed upon it or upon any of its income properties or profits assets or upon in respect of any properties belonging to itof its income, businesses or franchises before any penalty or fine accrues thereon, and all material claims (b) all lawful including material claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materialsservices, supplies materials and rentals which, if unpaid, might supplies) for sums that have become due and payable and that by law have or may become a Lien on upon any of its properties of such Personor assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that this Section shall not require the payment or discharge of any no such tax, assessment, charge, levy Tax or claim which need be paid if it is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof promptly instituted and for which adequate reserves have been established on the books of such Persondiligently conducted, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached so long as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) above subject in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Restricted Subsidiaries to, file or consent to the provisos contained therein filing of any consolidated income tax return with any Person (other than Holdings or any of its Restricted Subsidiaries). In addition, Company agrees to pay to the relevant Governmental Authority in accordance with applicable law any material current or future stamp or documentary Taxes or any other material excise or property Taxes (including, without limitation, material mortgage recording Taxes and where transfer Taxes) imposed by any Governmental Authority that arise from any payment made hereunder or from the failure execution, delivery or registration of, or otherwise with respect to, this Agreement, except for any such Taxes imposed with respect to make such payments an assignment or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorassumption under an Assignment Agreement.

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor of its Subsidiaries to, pay all federal and discharge or cause to be paid and discharged when due (a) all other material taxes, assessments assessments, water and sewer rents and other governmental charges which may be assessed, levied or levies filed against or imposed upon it or upon any of its properties or assets (including, without limitation, the Material Real Property) or in respect of any of its franchises, business, income or profits before any penalty or upon any properties belonging to itinterest accrues thereon, and all claims (b) all lawful including, without limitation, claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materialsservices, supplies materials and rentals which, if unpaid, supplies) for sums that have become due and payable and that by Law have or might become a Lien on upon any of its properties of or assets, provided that no such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy charge or claim which is need be paid if being contested in good faith by appropriate proceedings which operate to suspend the collection thereof promptly initiated and for which adequate reserves diligently conducted and if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been established on made therefore and, if the books filing of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law indemnity is necessary to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary avoid the creation of a Lien against any of the assets of the Borrower or any of its Subsidiaries, such bond shall have been filed or indemnity posted. The Borrower shall produce to the Agent, upon request, receipts for the payment of all such taxes, assessments, water and each Subsidiary of an Obligor, sewer rents and other governmental charges. In the event the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure any of its Subsidiaries fails to make such payments or cause such payments payment within five (5) days after written notice thereof from the Agent, then the Agent shall have the right, but shall not be obligated, to be made could reasonably be expected to have a Material Adverse Effect on either pay the amount due, and the Borrower or shall, on demand, reimburse the REIT GuarantorAgent for said amount.

Payment of Taxes and Claims. The Borrower shallEach Obligated Party will pay --------------------------- or discharge, and shall will cause each other Obligor toof its Subsidiaries (but only to the extent that the Subsidiary's assets shall be sufficient for the purpose) to pay or discharge, pay and discharge at or cause to be paid and discharged when due before maturity or before they become delinquent (a) all taxesTaxes, assessments levies, assessments, vault, water and sewer rents, rates, charges, levies, permits, inspection and license fees and other governmental and quasi- governmental charges and any penalties or levies interest for nonpayment thereof, heretofore, or hereafter imposed upon it or upon its income or profits or which may become a lien upon any properties belonging property owned by Parent, any Obligated Party or any of their respective Subsidiaries or arising with respect to itthe occupancy, use, possession or leasing thereof (collectively the "Impositions") and (b) all lawful Debts, including without limitation all claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, material or supplies except to the extent that failure to pay or discharge the items set forth in (a) and rentals which, if unpaid, might become (b) could not be expected to have a Lien on any properties of such PersonMaterial Adverse Effect; provided, however, that this Section neither Parent nor any other Obligated Party nor any of their respective Subsidiaries shall not require the payment be required to pay or discharge of any such taxclaim for labor, assessmentmaterial, charge, levy or claim supplies or any Imposition which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof diligently pursued, and for which adequate reserves in conformity with GAAP have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claimestablished. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor.CREDIT AGREEMENT PAGE 42 ----------------

Payment of Taxes and Claims. The Borrower shallwill, and shall will cause the Equity Pledgor and each other Obligor to, pay and discharge or cause of the Equity Pledgor’s Subsidiaries to be paid and discharged when due (a) timely file all taxes, assessments Federal and governmental charges or levies imposed upon it or upon its state income or profits or upon any properties belonging tax returns and other tax returns and materials required to it, be filed by them and (b) pay and discharge prior to the date on which penalties attach thereto (i) all lawful Federal, state and other Taxes imposed upon them or any of their properties or assets or in respect of any of their income, businesses or 103 franchises which, in each case, could be a liability of or be imposed on the Borrower or any of its Subsidiaries and (ii) all claims of materialmen, mechanics, carriers, warehousemen and landlords (including claims for labor, materialsservices, supplies materials and rentals which, if unpaid, might supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of their properties or assets which, in each case, could be a liability of or be imposed on the Borrower or any properties of such Personits Subsidiaries; provided, howeverno such Tax, that this Section shall claim or obligation need be paid if (A) it could not require the payment reasonably be expected to result in a Material Adverse Effect or discharge of any such tax, assessment, charge, levy or claim which (B) is being contested in good faith by appropriate proceedings which operate promptly instituted and diligently conducted, so long as in the case of (B), (x) adequate reserves or other appropriate provisions, as shall be required in conformity with GAAP, shall have been made therefor, and (y) such contest operates to suspend collection of the collection thereof contested Tax, claim or obligation (including the sale of any portion of the Collateral to satisfy such Tax, claim or obligation) and for which adequate reserves have been established on the books enforcement of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary against any of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorCollateral.

Payment of Taxes and Claims. The Borrower shallEach Obligor will, and shall will cause each other Obligor of its Subsidiaries to, file all Material tax returns required to be filed in any jurisdiction and to pay and discharge or cause all Material taxes shown to be paid due and discharged when due (a) payable on such returns and all other Material taxes, assessments and assessments, governmental charges charges, or levies imposed upon it on them or upon its any of their properties, assets, income or profits franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien (other than any Permitted Lien) on any properties or assets of such Person; providedObligor or any Subsidiary, however, provided that this Section shall not require the payment or discharge of no Obligor nor any Subsidiary need pay any such tax, assessment, charge, levy or claim which if (i) the amount, applicability or validity thereof is being contested by such Obligor or such Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend the collection thereof proceedings, and for which such Obligor or a Subsidiary has established adequate reserves have been established therefor in accordance with GAAP on the books of such Person, in accordance with GAAP; provided further that upon Obligor or such Subsidiary or (ii) the commencement nonpayment of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings taxes, assessments, charges, levies and claims could not, individually or (B) if no such bond is providedin the aggregate, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect Effect; provided, further, that the foregoing shall not be deemed to require that an Obligor pay any such tax or other liability that is imposed on either the Borrower a site owner, tenant or the REIT Guarantora third party or that such site owner, tenant or third party is contractually or legally obligated to pay.

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor of its Restricted Subsidiaries to, pay all federal and discharge or cause to be paid other material Taxes, assessments, water and discharged when due (a) all taxes, assessments sewer rents and other governmental charges which may be assessed, levied or levies filed against or imposed upon it or upon any of its properties or assets (including, without limitation, the Specific Real Property and the Material Real Property) or in respect of any of its franchises, business, income or profits before any penalty or upon any properties belonging to itinterest accrues thereon, and all claims (b) all lawful including, without limitation, claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materialsservices, supplies materials and rentals which, if unpaid, supplies) for sums that have become due and payable and that by Law have or might become a Lien on upon any of its properties of or assets, provided that no such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy charge or claim which is need be paid if being contested in good faith by appropriate proceedings which operate to suspend the collection thereof promptly initiated and for which adequate reserves diligently conducted and if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been established on made therefor and, if the books filing of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law indemnity is necessary to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary avoid the creation of a Lien against any of the assets of the Borrower or any of its Restricted Subsidiaries, such bond shall have been filed or indemnity posted. The Borrower shall produce to the Agent, upon request, receipts for the payment of all such Taxes, assessments, water and each Subsidiary of an Obligor, sewer rents and other governmental charges. In the event the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure any of its Restricted Subsidiaries fails to make such payments or cause such payments payment within five (5) days after written notice thereof from the Agent, then the Agent shall have the right, but shall not be obligated, to be made could reasonably be expected to have a Material Adverse Effect on either pay the amount due, and the Borrower or shall, on demand, reimburse the REIT GuarantorAgent for said amount.

Payment of Taxes and Claims. The Borrower shall, REIT shall and shall cause each other Obligor to, of its Consolidated Subsidiaries to pay and discharge or cause to be paid and discharged when due (ai) all taxes, assessments and other governmental charges or levies imposed upon it or upon on any of its properties or assets or in respect of any of its franchises, business, income or profits property before any penalty or upon any properties belonging to itinterest accrues thereon, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to payment of which will have a Material Adverse Effect on either such Person, and (ii) all claims (including claims for labor, services, materials and supplies) for sums, material in the Borrower aggregate to such Person, which have become due and payable and which by law have or may become a Lien other than a judgment lien upon any of such Person's properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto. Notwithstanding the foregoing, the REIT may contest by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any taxes, assessments, other governmental charges or claims described above, provided that the REIT shall provide such security as may be required by the Administrative Agent to insure ultimate payment of the same and to prevent any sale or forfeiture of the REIT's or any Consolidated Subsidiary's real property assets (or any portion thereof or interest therein); provided, that the provisions of this Section 7.2(d) shall not be construed to permit the REIT to contest the payment of any Obligations or any other sums payable by the REIT to the Administrative Agent or the Banks hereunder or under any other Loan Document. Notwithstanding any of the foregoing, the REIT Guarantorshall indemnify, defend and save the Administrative Agent and the Banks harmless from and against any liability, cost or expense of any kind that may be imposed on the Administrative Agent or the Banks in connection with any such contest and any loss resulting therefrom.

Payment of Taxes and Claims. The Borrower shallExcept as set forth on Schedule 8.1, the Borrowers will, and shall will cause each other Obligor of their Subsidiaries to, (A) timely pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies material Taxes reflected in the Budget imposed upon it or upon any of its income properties or profits assets or upon in respect of any properties belonging to itof its income, and businesses or franchises before any penalty or fine accrues thereon, (bB) timely pay all lawful material claims of materialmen, mechanics, carriers, warehousemen and landlords (including claims for labor, materialsservices, supplies materials and rentals whichsupplies) for sums that have become due and payable and, if unpaidin the case of this clause (B), might that by law have or may become a Lien on upon any of its properties of such Personor assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that this Section shall not require the payment or discharge of any no such tax, assessment, charge, levy Tax or claim which need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as adequate reserves or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefore, and in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contested proceedings conclusively operate to suspend stay the collection thereof sale of any portion of the Collateral to satisfy such Tax or claim, and for which adequate reserves (C) timely and correctly file all Tax Returns required to be filed by any of them and collect, withhold and remit any Taxes required to be so collected, withheld or remitted by any of them. None of the Borrowers and their Subsidiaries will be considered to have been established violated this §8.1 so long as the position taken on the books of such Person, Tax Return disputed by the relevant tax authority was taken by the Borrowers or their Subsidiaries in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claimgood faith and was supported by substantial authority. With respect to each Subsidiary None of the Borrower and each Subsidiary Borrowers will, nor will permit any of an Obligortheir Subsidiaries to, the Borrower shall cause each such Subsidiary to pay, discharge file or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject consent to the provisos contained therein and where filing of any consolidated income Tax Return with any Person (other than the failure to make such payments Borrowers or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorany of their Subsidiaries).

Payment of Taxes and Claims. The Borrower shallCompany and the Parent Guarantor will, and shall will cause each other Obligor of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge or cause all taxes shown to be paid due and discharged when due (a) payable on such returns and all other taxes, assessments and assessments, governmental charges charges, or levies imposed upon it on them or upon its any of their properties, assets, income or profits franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on properties or assets of either of the Company, the Parent Guarantor or any properties of such Persontheir respective Subsidiaries; providedprovided that neither the Company, however, that this Section shall not require the payment or discharge Parent Guarantor nor any of their respective Subsidiaries need pay any such tax, tax or assessment, charge, levy or claim which if (a) the amount, applicability or validity thereof is being contested by the Company, the Parent Guarantor or such Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend proceedings, and the collection thereof and for which Company, the Parent Guarantor or such Subsidiary has established adequate reserves have been established therefor in accordance with GAAP on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an ObligorCompany, the Borrower shall cause each Parent Guarantor or such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein nonpayment of all such taxes, assessments, charges, levies and where claims could not, individually or in the failure to make such payments or cause such payments to be made could aggregate, reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor.Effect. Agree Limited Partnership Note Purchase Agreement

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor to, pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, - 54 - might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor.

Payment of Taxes and Claims. The Borrower shall, and shall cause each e a ch of its Subsidiaries to pay all Taxes, assessments, and other Obligor to, pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies imposed upon it them or upon its income any of their Assets or profits in respect of any of their businesses, incomes, or upon properties before any properties belonging to itpenalty or interest accrues thereon, and all claims (b) all lawful including claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, services, materials, supplies and rentals which, if unpaid, might supplies) for sums that have become due and payable and that by law have or may become a Lien on upon any of their properties of such Personor assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that this Section shall not require the payment or discharge of any no such taxTax, assessment, charge, levy or claim which need be paid if the same is being contested in good faith by appropriate actions or proceedings which operate to suspend the collection thereof promptly instituted and for which diligently conducted and if an adequate reserves reserve or other appropriate provision, if any, shall have been established on the books of such Person, made therefor as required in accordance order to be in conformity with GAAP; provided further further, however, that upon the commencement of proceedings foregoing shall not be deemed to foreclose any Lien that may have attached as security thereforbeen breached with respect to Taxes, such Person either (A) will provide a bond assessments, or other security sufficient under applicable law to stay all governmental charges imposed upon Borrower or its Subsidiaries or any of their Assets if, at the time of the imposition thereof, Borrower and its Subsidiaries are unaware of such proceedings Taxes, assessments, or (B) if no such bond is providedother governmental charges and so long as, will pay each such taxpromptly after Borrower or its Subsidiaries, as applicable, have knowledge of the Tax, assessment, or other governmental charge, levy the same is either promptly paid or claim. With respect to each Subsidiary of contested in conformity with the foregoing proviso; provided further, however, that the Borrower and each Subsidiary of an Obligor, its Subsidiaries shall not be required to pay claims that are not material in the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantoraggregate.

Payment of Taxes and Claims. The Borrower shallPay, and shall cause each other Obligor toof its Restricted Subsidiaries to pay, pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and other governmental charges or levies imposed upon it or upon any of its properties or assets or in respect of any of its franchises, business, income or profits before any penalty accrues thereon or immediately upon any properties belonging to itdetermination that any interest is due thereon, and all claims (b) all lawful including, without limitation, claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materialsservices, supplies materials and rentals which, if unpaid, might supplies) for sums which have become due and payable and which by law have or may become a Lien on upon any of its properties of such Personor assets; provided, however, provided that this Section shall not require the payment or discharge of any no such tax, assessment, charge, levy charge or claim which need be paid if it is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof promptly instituted and for which adequate reserves diligently conducted and if such accrual or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been established on the books of such Person, in accordance with GAAPmade therefor; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will further, that the Borrower shall not be deemed to have breached this Section 5.01(b) on account of the failure to pay each any such tax, assessment, governmental charge, levy charge or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses claim if (ai) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to nonpayment thereof will not have a Material Adverse Effect material adverse effect on either the business, financial condition, assets, properties or operations of the Borrower or the REIT GuarantorBorrower and its Restricted Subsidiaries taken as a whole, and (ii) either (A) the aggregate unpaid amount thereof is less than $1,000,000, or (B) the unpaid amount thereof shall be paid in full promptly upon the Borrower or the Restricted Subsidiary owing the same obtaining knowledge of the delinquency thereof, together with any penalties payable as.a result of such delinquency.

Payment of Taxes and Claims. The Borrower shallEach Credit Party will, and shall will cause each other Obligor of its Subsidiaries to, pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments and governmental charges or levies Taxes imposed upon it or upon any of its income properties or profits assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties belonging or assets, prior to itthe time when any penalty or fine shall be incurred with respect thereto; provided, that (a) no such Tax or claim need to be paid with respect to periods prior to the Filing Date for which payment cannot be made as a result of such Credit Party’s status as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of no such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy Tax or claim which need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (ii) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to suspend stay the collection thereof and for which adequate reserves have been established on sale of any portion of the books of Collateral to satisfy such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy Tax or claim. With respect No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to each Subsidiary the filing of the Borrower and each Subsidiary any consolidated income tax return with any Person (other than Company or any of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses its Subsidiaries). Each Credit Party will (a) withhold from each payment made to any of its past or present employees, officers or directors, and to any non resident of the country in which it is resident, the amount of all Taxes and other deductions required to be withheld therefrom and pay the same to the proper tax or other receiving officers within the time required under any applicable laws and (b) above subject collect from all Persons the amount of all Taxes required to be collected from them and remit the same to the provisos contained therein and where proper tax or other receiving officers within the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantortime required under any applicable laws.

Payment of Taxes and Claims. The Except as could not reasonably be expected to have a Material Adverse Effect, each Borrower shall, and shall cause each other Obligor Credit Party (other than another Borrower) to, duly pay and discharge or cause to be paid and discharged when due (a) all taxes, assessments assessments, contributions and governmental charges upon or levies imposed upon against it or upon its income properties or profits or upon any properties belonging to itassets, and (b) all lawful claims except for taxes the validity of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is are being contested in good faith by appropriate proceedings which operate diligently pursued and available to suspend such Borrower or such other Credit Party, as the collection thereof case may be, and for with respect to which adequate reserves as required by GAAP have been established set aside on the books of such Personits books. Subject to Sections 6.4(c), in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor(d), such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or e), (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (af) and (bg) above subject hereof, each Borrower shall be liable for any tax or penalties imposed on Lender as a result of the financing arrangements provided for herein and each Borrower agrees to indemnify and hold Lender harmless with respect to the provisos foregoing, and to repay to Lender on demand the amount thereof, and until paid by Borrowers such amount shall be added and deemed part of the Loans, provided, that, nothing contained therein herein shall be construed to require Borrowers to pay any income or franchise taxes attributable to the income of Lender from any amounts charged or paid hereunder to Lender. The foregoing indemnity shall survive the payment of the Obligations and where the failure to make such payments termination or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor.non-renewal of this Agreement

Payment of Taxes and Claims. The Borrower shall, Pay and shall cause each other Obligor to, Subsidiary to pay and discharge or cause to be paid and discharged when due before they become delinquent (ai) all taxes, assessments and governmental charges or levies imposed upon it on the Company, any Subsidiary or upon its income the property of the Company or profits or upon any properties belonging to itSubsidiary, and (bii) all lawful claims or demands of materialmen, mechanics, carriers, warehousemen warehousemen, landlords and landlords for labor, materials, supplies and rentals other like persons which, if unpaid, might become result in the creation of a Lien on lien or charge upon any properties property of the Company or any Subsidiary; and (iii) all claims, assessments or levies required to be paid by the Company or any Subsidiary pursuant to any agreement, contract, law, ordinance or governmental rule or regulation governing any pension, retirement, profit-sharing or any similar plan of the Company or any Subsidiary, including without limitation claims, assessments or levies in connection with worker's compensation or unemployment insurance; provided that the Company or such Person; providedSubsidiary shall have the right to not pay any of the above, however, that this Section shall including but not require the payment or discharge of limited to any such tax, tax assessment, charge, levy or claim claim, which is being contested it contests in good faith faith, by appropriate proceedings which operate promptly initiated and diligently conducted, the validity, amount or imposition of any such tax or claim and upon such good faith contest to suspend the collection thereof and for which adequate reserves have been established on the books of such Persondelay or refuse payment thereof, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either if (A) will provide a bond such reserve or other security sufficient under applicable law to stay all such proceedings or appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefor, and (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, claim or levy could result in the forfeiture of or claim. With respect to each Subsidiary material interference of the Borrower and each Subsidiary Company or a Subsidiaries' use of, property of an Obligorthe Company or a Subsidiary, such proceedings prevent the Borrower shall cause each forfeiture or sale of any property of the Company or such Subsidiary to pay, discharge or cause to be paid and discharged when due any material interference with the items set forth in clauses (a) and (b) above subject to use thereof by the provisos contained therein and where the failure to make Company or such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSubsidiary.

Payment of Taxes and Claims. The Borrower shallEach Note Party will, and shall Parent will cause each other Obligor of its Restricted Subsidiaries to, file all tax returns required to be filed by them in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments relating to taxes, governmental charges, or cause levies required to be paid and discharged when due (a) all taxesby them that are imposed on them or any of their properties, assessments and governmental charges or levies imposed upon it or upon its assets, income or profits franchises pursuant to applicable law, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on properties or assets of Parent or any properties of its Restricted Subsidiaries, provided that neither Parent nor any such Person; provided, however, that this Section shall not require the payment or discharge of Restricted Subsidiary need pay any such tax, assessmentassessment relating to taxes, charge, levy or claim which if (i) the amount, applicability or validity thereof is being contested by Parent or such Restricted Subsidiary on a timely basis in good faith by and in appropriate proceedings which operate to suspend the collection thereof proceedings, and Parent or such Restricted Subsidiary has established adequate reserves therefor and for which adequate reserves have been established the costs of such contest in accordance with IFRS or GAAP, as applicable, on the books of Parent or such Person, in accordance with GAAP; provided further that upon Restricted Subsidiary or (ii) the commencement nonpayment of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings taxes, assessments, charges, levies and claims could not, individually or (B) if no such bond is providedin the aggregate, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either Effect. Parent will in any event ensure that (i) no Note Party changes its residence for tax purposes where to do so would be, in the Borrower or reasonable judgment of the REIT GuarantorParent, materially prejudicial to the holders of Notes under the Note Documents and (ii) the Company does not become a U.S. Person.

Payment of Taxes and Claims. The Borrower shall, and shall cause each other Obligor to, pay and discharge or cause to be paid and discharged when due (ai) all taxes, assessments and other governmental charges or levies imposed upon it or upon on any of its properties or assets or in respect of any of its franchises, business, income or profits Property before any penalty or upon any properties belonging to itinterest accrues thereon, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to payment of which will have a Material Adverse Effect on either Borrower, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums, material in the aggregate to Borrower, which have become due and payable and which by law have or may become a Lien other than a judgment lien upon any of Borrower's Properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto. Notwithstanding the foregoing, Borrower may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any taxes, assessments, other governmental charges or claims described above, provided that Borrower shall provide such security as may be reasonably required by Lender to insure ultimate payment of the REIT Guarantorsame and to prevent any sale or forfeiture of any of Borrower's Property (or any portion thereof or interest therein), provided however, that the provisions of this Section 6.1(d) shall not be construed to permit Borrower to contest the payment of any obligations or any other sums payable by Borrower to Lender hereunder or under any other Loan Document. Notwithstanding any of the foregoing, Borrower shall indemnify, defend and save Lender harmless from and against any liability, cost or expense of any kind that may be imposed on Lender in connection with any such contest and any loss resulting therefrom.

Payment of Taxes and Claims. The Borrower shallwill, and shall will cause the Equity Pledgor and each other Obligor to, pay and discharge or cause of the Equity Pledgor’s Subsidiaries to be paid and discharged when due (a) timely file all taxes, assessments Federal and governmental charges or levies imposed upon it or upon its state income or profits or upon any properties belonging tax returns and other tax returns and materials required to it, be filed by them and (b) pay and discharge prior to the date on which penalties attach thereto (i) all lawful Federal, state and other Taxes imposed upon them or any of their properties or assets or in respect of any of their income, businesses or franchises which, in each case, could be a liability of or be imposed on the Borrower or any of its Subsidiaries and (ii) all claims of materialmen, mechanics, carriers, warehousemen and landlords (including claims for labor, materialsservices, supplies materials and rentals which, if unpaid, might supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of their properties or assets which, in each case, could be a liability of or be imposed on the Borrower or any properties of such Personits Subsidiaries; provided, howeverno such Tax, that this Section shall claim or obligation need be paid if (A) it could not require the payment reasonably be expected to result in a Material Adverse Effect or discharge of any such tax, assessment, charge, levy or claim which (B) is being contested in good faith by appropriate proceedings which operate promptly instituted and diligently conducted, so long as in the case of (B), (x) adequate reserves or other appropriate provisions, as shall be required in conformity with GAAP, shall have been made therefor, and (y) such contest operates to suspend collection of the collection thereof contested Tax, claim or obligation (including the sale of any portion of the Collateral to satisfy such Tax, claim or obligation) and for which adequate reserves have been established on the books enforcement of such Person, in accordance with GAAP; provided further that upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor, such Person either (A) will provide a bond or other security sufficient under applicable law to stay all such proceedings or (B) if no such bond is provided, will pay each such tax, assessment, governmental charge, levy or claim. With respect to each Subsidiary against any of the Borrower and each Subsidiary of an Obligor, the Borrower shall cause each such Subsidiary to pay, discharge or cause to be paid and discharged when due the items set forth in clauses (a) and (b) above subject to the provisos contained therein and where the failure to make such payments or cause such payments to be made could reasonably be expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorCollateral.