Common use of Payment of Taxes and Other Charges Clause in Contracts

Payment of Taxes and Other Charges. (a) The Company will pay and discharge (if they are not otherwise paid by Tenant under the Lease), before the same shall become delinquent, together with interest and penalties thereon, if any, (i) all taxes, assessments (including assessments for benefits from public works or improvements whenever begun or completed), levies, fees, water, sewer, electrical and other utility service rents and charges, and all other governmental charges, general and special, ordinary and extraordinary, and whether or not within the contemplation of the parties hereto, which are at any time levied upon or assessed against it or the Mortgaged Property or any part thereof or upon this Mortgage or the Note secured hereby, or upon the revenues, rents, issues, income and profits in respect of the Mortgaged Property, or arising in respect of the occupancy, use or possession thereof, which failure to pay would result in the creation of a lien upon the Mortgaged Property or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property or in the diminution thereof or would result in any material interference with the use or operation of the Mortgaged Property by the Company, (ii) all franchise, excise and other taxes, fees and charges assessed, levied or imposed in respect of its existence or its right to do business in any state, (iii) all income, excess profits, excise, sales, franchise, gross receipts and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by any governmental authority on it or the Mortgaged Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property if the failure to pay any such tax, duty or impost might result in the creation of a lien upon any asset of the Company or the Mortgaged Property or any part thereof or upon the revenues, rents, issues, income and profits of the Mortgaged Property or in the diminution thereof, and whether or not any such tax, duty or impost is payable directly by the Company or is subject to withholding at the source and (iv) all lawful claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might result in the creation of a lien on the Mortgaged Property or upon the revenues, rents, issues, income and profits of the Mortgaged Property and, in general, will do or cause to be done everything necessary so that the lien hereof shall be fully preserved, at the cost of the Company, without expense to the Mortgagee (items (i) through (iv), inclusive, are collectively, the “Taxes”). (b) After prior written notice to the Mortgagee, the Company, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under any of the Operative Agreements, (ii) such proceeding shall suspend the collection of the Taxes from the Company and from the Mortgaged Property or the Company shall have paid all of the Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which the Company is subject and shall not constitute a default thereunder, (iv) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (v) the Company shall have maintained adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless the Company has paid all of the Taxes under protest, or the Company shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by the Mortgagee to insure the payment of any contested Taxes, together with all interest and penalties thereon. Nothing in this Section 2.16(b) shall prohibit the Tenant from contesting the payment of Taxes to the extent the Tenant is permitted to do so under the terms and conditions of the Lease, and the Company shall not be deemed in default of its obligations hereunder so long as Tenant is diligently contesting the payment of such Taxes in compliance with the terms of the Lease.

Payment of Taxes and Other Charges. (a) The Company Grantor will pay and discharge (if they are not otherwise paid by Tenant under the Lease)discharge, before the same shall become delinquent, together with interest and penalties thereon, if any, (ia) all taxes, assessments (including assessments for benefits from public works or improvements whenever begun or completed), levies, fees, water, sewer, electrical water and other utility service sewer rents and charges, and all other governmental charges, general and special, ordinary and extraordinary, and whether or not within the contemplation of the parties hereto, which are at any time levied upon or assessed against it or the Mortgaged Granted Property or any part thereof or upon this Mortgage or the Note Notes secured herebythereby, or upon the revenues, rents, issues, income and profits in respect of the Mortgaged Granted Property, or arising in respect of the occupancy, use or possession thereof, which failure to pay would result in the creation of a lien upon the Mortgaged Granted Property or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property or in the diminution thereof or would result in any material interference with the use or operation of the Mortgaged Granted Property by the CompanyGrantor, (iib) all corporate franchise, excise and other taxes, fees and charges assessed, levied or imposed in respect of its corporate existence or its right to do business in any state, (iiic) all income, excess profits, excise, sales, franchise, gross receipts and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by any governmental authority on it or the Mortgaged Granted Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property if whether or not the failure to pay any such tax, duty or impost might result in the creation of a lien upon any asset of the Company Grantor or the Mortgaged Granted Property or any part thereof or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property or in the diminution thereof, and whether or not any such tax, duty or impost is payable directly by the Company Grantor or is subject to withholding at the source and (ivd) all lawful claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might result in the creation of a lien on the Mortgaged Granted Property or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property and, in general, will do or cause to be done everything necessary so that the lien hereof shall be fully preserved, at the cost of the CompanyGrantor, without expense to the Mortgagee (items (i) through (iv), inclusive, are collectively, the “Taxes”). (b) After prior written notice to the Mortgagee, the Company, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under any of the Operative Agreements, (ii) such proceeding shall suspend the collection of the Taxes from the Company and from the Mortgaged Property Indenture Trustees or the Company Security Trustee. Nothing in this section 2.7 shall have paid all of the Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which the Company is subject and shall not constitute a default thereunder, (iv) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (v) the Company shall have maintained adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless the Company has paid all of the Taxes under protest, or the Company shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by the Mortgagee to insure require the payment of any contested Taxes, together with all interest and penalties thereon. Nothing in sum which is required to be paid by the Grantor pursuant to this Section 2.16(b) shall prohibit the Tenant from contesting the payment of Taxes to the extent the Tenant is permitted to do so under the terms and conditions of the Lease, and the Company shall not be deemed in default of its obligations hereunder section 2.7 so long as Tenant is diligently contesting the payment Grantor shall in good faith contest its obligation so to do by appropriate proceedings which will prevent the forfeiture or sale of such Taxes in compliance any property of the Grantor or any material interference with the terms use or operation thereof by the Grantor, and shall set up a reserve, reasonably adequate, in the opinion of the LeasePresident or any Vice President of the Grantor against any such payment.

Payment of Taxes and Other Charges. (a) The Company Grantor will pay and discharge (if they are not otherwise paid by Tenant under the Lease)discharge, before the same shall become delinquent, together with interest and penalties thereon, if any, (ia) all taxes, assessments (including assessments for benefits from public works or improvements whenever begun or completed), levies, fees, water, sewer, electrical water and other utility service rents and sewer rent sand charges, and all other governmental charges, general and special, ordinary and extraordinary, and whether or not within the contemplation of the parties hereto, which are at any time levied upon or assessed against it or the Mortgaged Granted Property or any part thereof or upon the real property describe din annex A and required to be paid under the terms of the Ground Lease or upon this Mortgage Deed of Trust or the Note Notes secured herebythereby, or upon the revenues, rents, issues, income and profits in respect of the Mortgaged Granted Property, or arising in respect of the occupancy, use or possession thereof, which failure to pay would result in the creation of a lien upon the Mortgaged Granted Property or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property or in the diminution thereof or would result in any material interference with the use or operation of the Mortgaged Granted Property by the CompanyGrantor, (iib) all al corporate franchise, excise and other taxes, fees and charges assessed, levied or imposed in respect of its corporate existence or its right to do business in any state, (iiic) all income, excess profits, excise, sales, franchise, gross receipts and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by any governmental authority on it or the Mortgaged Granted Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property if whether or not the failure to pay any such tax, duty or impost might result in the creation of a lien upon any assets of the Grantor or the Granted Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Granted Property whether or not the failure to pay any such tax, duty or impost might result in the creation of a lien upon any asset of the Company Grantor or the Mortgaged Granted Property or any part thereof or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property or in the diminution thereof, and whether or not any such tax, duty or impost is payable directly by the Company Grantor or is subject to withholding at the source and (ivd) all lawful claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might result in the creation of a lien on the Mortgaged Granted Property or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property and, in general, will do or cause to be done everything necessary so that the lien hereof shall be fully preserved, at the cost of the CompanyGrantor, without expense to the Mortgagee (items (i) through (iv), inclusive, are collectively, the “Taxes”). (b) After prior written notice to the Mortgagee, the Company, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted Indenture Trustees. Nothing in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under any of the Operative Agreements, (ii) such proceeding this section 2.7 shall suspend the collection of the Taxes from the Company and from the Mortgaged Property or the Company shall have paid all of the Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which the Company is subject and shall not constitute a default thereunder, (iv) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (v) the Company shall have maintained adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless the Company has paid all of the Taxes under protest, or the Company shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by the Mortgagee to insure require the payment of any contested Taxes, together with all interest and penalties thereon. Nothing in sum which is required to be paid by the Grantor pursuant to this Section 2.16(b) shall prohibit the Tenant from contesting the payment of Taxes to the extent the Tenant is permitted to do so under the terms and conditions of the Lease, and the Company shall not be deemed in default of its obligations hereunder section 2.7 so long as Tenant is diligently contesting the payment Grantor shall in good faith contest its obligation so to do by appropriate proceedings which will prevent the forfeiture or sale of such Taxes in compliance any property of the Grantor or any material interference with the terms use or operation thereof by the Grantor, and shall set up a a reserve, reasonably adequate, in the opinion of the LeasePresident or any Vice President of the Grantor against any such payment.

Payment of Taxes and Other Charges. (a) The Company Grantor will pay and discharge (if they are not otherwise paid by Tenant under the Lease)discharge, before the same shall become delinquent, together with interest and penalties thereon, if any, (i) all taxes, assessments (including assessments for benefits from public works or improvements whenever begun or completed), levies, fees, water, sewer, electrical and other utility service rents and charges, and all other governmental charges, general and special, ordinary and extraordinary, and whether or not within the contemplation of the parties hereto, which are at any time levied upon or assessed against it or the Mortgaged Granted Property or any part thereof or upon this Mortgage Deed of Trust or the Note secured hereby, or upon the revenues, rents, issues, income and profits in respect of the Mortgaged Granted Property, or arising in respect of the occupancy, use or possession thereof, which failure to pay would result in the creation of a lien upon the Mortgaged Granted Property or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property or in the diminution thereof or would result in any material interference with the use or operation of the Mortgaged Granted Property by the CompanyGrantor, (ii) all franchise, excise and other taxes, fees and charges assessed, levied or imposed in respect of its existence or its right to do business in any state, (iii) all income, excess profits, excise, sales, franchise, gross receipts and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by any governmental authority on it or the Mortgaged Granted Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property if the failure to pay any such tax, duty or impost might result in the creation of a lien upon any asset of the Company Grantor or the Mortgaged Granted Property or any part thereof or upon the Sponsorship Fees, the revenues, rents, issues, income and profits of the Mortgaged Granted Property or in the diminution thereof, and whether or not any such tax, duty or impost is payable directly by the Company Grantor or is subject to withholding at the source and (iv) all lawful claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might result in the creation of a lien on the Mortgaged Granted Property or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property and, in general, will do or cause to be done everything necessary so that the lien hereof shall be fully preserved, at the cost of the CompanyGrantor, without expense to the Mortgagee Beneficiary (items (i) through (iv), inclusive, are collectively, the “Taxes”). (b) After prior written notice to the Mortgagee, the Company, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under any of the Operative Agreements, (ii) such proceeding shall suspend the collection of the Taxes from the Company and from the Mortgaged Property or the Company shall have paid all of the Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which the Company is subject and shall not constitute a default thereunder, (iv) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (v) the Company shall have maintained adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless the Company has paid all of the Taxes under protest, or the Company shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by the Mortgagee to insure the payment of any contested Taxes, together with all interest and penalties thereon. Nothing in this Section 2.16(b) shall prohibit the Tenant from contesting the payment of Taxes to the extent the Tenant is permitted to do so under the terms and conditions of the Lease, and the Company shall not be deemed in default of its obligations hereunder so long as Tenant is diligently contesting the payment of such Taxes in compliance with the terms of the Lease.

Payment of Taxes and Other Charges. (aA) The Company will pay Borrower shall, prior to the date on which any interest or penalties shall commence to accrue thereon, cause to be paid and discharge discharged all taxes (if they are including but not otherwise paid by Tenant under the Leaselimited to ad valorem taxes), before the same shall become delinquentassessments, together with interest water and penalties thereon, if any, (i) sewer rents and charges and all taxes, assessments (including assessments for benefits from public works license or improvements whenever begun or completed)permit fees, levies, fees, water, sewer, electrical and other utility service rents and charges, and all other governmental charges, payments in lieu of any of the foregoing, general and or special, ordinary and or extraordinary, foreseen or unforeseen, of any kind and whether or not within the contemplation of the parties heretonature whatsoever, which are at any time levied or may have been, or may hereafter be, charged, assessed, levied, or imposed upon or assessed against it or the Mortgaged Property or any part thereof or upon this Mortgage or the Note secured herebyProject Facility, or upon the revenues, rents, issues, income and profits in respect of the Mortgaged Property, or arising in respect of the occupancy, use or possession thereof, which failure to pay would result in the creation of a lien upon the Mortgaged Property or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property or in the diminution thereof or would result in any material interference with the use or operation of the Mortgaged Property by the Company, (ii) all franchise, excise and other taxes, fees and charges assessed, levied or imposed in respect of its existence or its right to do business in any state, (iii) all income, excess profits, excise, sales, franchise, gross receipts and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by any governmental authority on it or the Mortgaged Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property if the failure to pay any such tax, duty or impost might result in the creation of a lien upon any asset of the Company or the Mortgaged Property or any part thereof or upon the revenues, rents, issues, income and profits of the Mortgaged Property or in the diminution thereoflawful authority. The Borrower shall not suffer, and whether or not any such tax, duty or impost is payable directly by the Company or is subject to withholding at the source and (iv) all lawful claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might result in the creation of a lien on the Mortgaged Property or upon the revenues, rents, issues, income and profits of the Mortgaged Property and, in general, will do or shall promptly cause to be done everything necessary so that paid and discharged, any lien or charge whatsoever which by any present or future law may be or become superior, or on a parity with or junior to, either in lien or in distribution out of the proceeds of any judicial sale, the lien hereof shall be fully preserved, at the cost of the CompanyMortgage. The Borrower will cause to be paid, without expense to the Mortgagee (items (i) through (iv)when due, inclusive, are collectively, the “Taxes”)all charges for utilities whether public or private. (bB) After prior written notice to Notwithstanding the Mortgageeforegoing, the Company, at its own expense, Borrower may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligencecontest, by proper legal proceedings, the amount or validity or application in whole or in part amount of any such tax or charge, and may permit such tax or charge to remain unpaid during the period of the Taxessuch contest, provided that (i) no Event of Default Default, or event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default, has occurred and is continuing under continuing; (ii) the Borrower maintains and prosecutes with diligence such contest; (iii) the Borrower shall pay such contested tax or charge and all costs and penalties, if any, and shall deliver to the Trustee evidence acceptable to the Trustee of such payment promptly if such contest is terminated or determined adversely to the Borrower, and in any event prior to the date any portion of the Project Facility may be sold or otherwise transferred because of non-payment of the tax or charge; and (iv) the Borrower shall deposit with the Trustee during such contest cash or a surety bond in the amount of such tax or unpaid charge plus interest and penalties anticipated to accrue thereon in amounts satisfactory to the Trustee which, notwithstanding any provision hereof to the contrary, the Trustee may use, and shall use at the direction of a Majority of the Holders, to pay the same prior to the date any of the Operative Agreements, (ii) such proceeding shall suspend the collection Project Facility may be sold or otherwise transferred because of the Taxes from the Company and from the Mortgaged Property or the Company shall have paid all of the Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which the Company is subject and shall not constitute a default thereunder, (iv) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (v) the Company shall have maintained adequate reserves for the non-payment of the Taxes, together with all interest and penalties thereon, unless the Company has paid all of the Taxes under protest, tax or the Company shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by the Mortgagee to insure the payment of any contested Taxes, together with all interest and penalties thereon. Nothing in this Section 2.16(b) shall prohibit the Tenant from contesting the payment of Taxes to the extent the Tenant is permitted to do so under the terms and conditions of the Lease, and the Company shall not be deemed in default of its obligations hereunder so long as Tenant is diligently contesting the payment of such Taxes in compliance with the terms of the Leasecharge.

Payment of Taxes and Other Charges. (a) The Company Grantor will pay and discharge (if they are not otherwise paid by Tenant under the Lease), before the same shall become delinquent, together with interest and penalties thereon, if any, (i) all taxes, assessments (including assessments for benefits from public works or improvements whenever begun or completed), levies, fees, water, sewer, electrical and other utility service rents and charges, and all other governmental charges, general and special, ordinary and extraordinary, and whether or not within the contemplation of the parties hereto, which are at any time levied upon or assessed against it or the Mortgaged Granted Property or any part thereof or upon this Mortgage Deed of Trust or the Note secured hereby, or upon the revenues, rents, issues, income and profits in respect of the Mortgaged Granted Property, or arising in respect of the occupancy, use or possession thereof, which failure to pay would result in the creation of a lien upon the Mortgaged Granted Property or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property or in the diminution thereof or would result in any material interference with the use or operation of the Mortgaged Granted Property by the CompanyGrantor, (ii) all franchise, excise and other taxes, fees and charges assessed, levied or imposed in respect of its existence or its right to do business in any state, (iii) all income, excess profits, excise, sales, franchise, gross receipts and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by any governmental authority on it or the Mortgaged Granted Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property if the failure to pay any such tax, duty or impost might result in the creation of a lien upon any asset of the Company Grantor or the Mortgaged Granted Property or any part thereof or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property or in the diminution thereof, and whether or not any such tax, duty or impost is payable directly by the Company Grantor or is subject to withholding at the source and (iv) all lawful claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might result in the creation of a lien on the Mortgaged Granted Property or upon the revenues, rents, issues, income and profits of the Mortgaged Granted Property and, in general, will do or cause to be done everything necessary so that the lien hereof shall be fully preserved, at the cost of the CompanyGrantor, without expense to the Mortgagee Beneficiary (items (i) through (iv), inclusive, are collectively, the “Taxes”). (b) After prior written notice to the MortgageeBeneficiary, the CompanyGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under any of the Operative Agreements, (ii) such proceeding shall suspend the collection of the Taxes from the Company Grantor and from the Mortgaged Granted Property or the Company Grantor shall have paid all of the Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which the Company Grantor is subject and shall not constitute a default thereunder, (iv) neither the Mortgaged Granted Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (v) the Company Grantor shall have maintained adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless the Company Grantor has paid all of the Taxes under protest, or the Company Grantor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by the Mortgagee Beneficiary to insure the payment of any contested Taxes, together with all interest and penalties thereon. Nothing in this Section 2.16(b) shall prohibit the Tenant from contesting the payment of Taxes to the extent the Tenant is permitted to do so under the terms and conditions of the Lease, and the Company Grantor shall not be deemed in default of its obligations hereunder so long as Tenant is diligently contesting the payment of such Taxes in compliance with the terms of the Lease.

Payment of Taxes and Other Charges. (a) The Company will pay and discharge (if they are not otherwise paid by Tenant a tenant under the any Lease), before the same shall become delinquent, together with interest and penalties thereon, if any, (i) all taxes, assessments (including assessments for benefits from public works or improvements whenever begun or completed), levies, fees, water, sewer, electrical and other utility service rents and charges, and all other governmental charges, general and special, ordinary and extraordinary, and whether or not within the contemplation of the parties hereto, which are at any time levied upon or assessed against it or the Mortgaged Property or any part thereof or upon this Mortgage or the Note secured herebyIndebtedness Hereby Secured, or upon the revenues, rents, issues, income and profits in respect of the Mortgaged Property, or arising in respect of the occupancy, use or possession thereof, which failure to pay would result in the creation of a lien upon the Mortgaged Property or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property or in the diminution thereof or would result in any material interference with the use or operation of the Mortgaged Property by the Company, (ii) all franchise, excise and other taxes, fees and charges assessed, levied or imposed in respect of its existence or its right to do business in any state, (iii) all income, excess profits, excise, sales, franchise, gross receipts and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by any governmental authority on it or the Mortgaged Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property if the failure to pay any such tax, duty or impost might result in the creation of a lien upon any asset of the Company or the Mortgaged Property or any part thereof or upon the revenues, rents, issues, income and profits of the Mortgaged Property or in the diminution thereof, and whether or not any such tax, duty or impost is payable directly by the Company or is subject to withholding at the source and (iv) all lawful claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might result in the creation of a lien on the Mortgaged Property or upon the revenues, rents, issues, income and profits of the Mortgaged Property and, in general, will do or cause to be done everything necessary so that the lien hereof shall be fully preserved, at the cost of the Company, without expense to the Mortgagee (items (i) through (iv), inclusive, are collectively, the “Taxes”). (b) After prior written notice to the Mortgagee, the Company, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under any of the Operative Financing Agreements, (ii) such proceeding shall suspend the collection of the Taxes from the Company and from the Mortgaged Property or the Company shall have paid all of the Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which the Company is subject and shall not constitute a default thereunder, (iv) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (v) the Company shall have maintained adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless the Company has paid all of the Taxes under protest, or the Company shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by the Mortgagee to insure the payment of any contested Taxes, together with all interest and penalties thereon. Nothing in this Section 2.16(b) shall prohibit the Tenant from contesting the payment of Taxes to the extent the Tenant is permitted to do so under the terms and conditions of the Lease, and the Company shall not be deemed in default of its obligations hereunder so long as Tenant is diligently contesting the payment of such Taxes in compliance with the terms of the Lease.

Payment of Taxes and Other Charges. (a) The Company Mortgagor will pay and discharge (if they are not otherwise paid by Tenant under the Lease)discharge, before the same shall become delinquent, together with interest and penalties thereon, if any, (ia) all taxes, assessments (including assessments for benefits from public works or improvements whenever begun or completed), levies, fees, water, sewer, electrical water and other utility service sewer rents and charges, and all other governmental charges, general and special, ordinary and extraordinary, and whether or not within the contemplation of the parties hereto, which are at any time levied upon or assessed against it or the Mortgaged Property or any part thereof or upon this Mortgage or the Note Notes secured herebythereby, or upon the revenues, rents, issues, income and profits in respect of the Mortgaged Property, or arising in respect of the occupancy, use or possession thereof, which failure to pay would result in the creation of a lien upon the Mortgaged Property or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property or in the diminution thereof or would result in any material interference with the use or operation of the Mortgaged Property by the CompanyMortgagor, (iib) all corporate franchise, excise and other taxes, fees and charges assessed, levied or imposed in respect of its corporate existence or its right to do business in any state, (iiic) all income, excess profits, excise, sales, franchise, gross receipts and other taxes, duties or imposts, whether of a like or different nature, assessed, levied or imposed by any governmental authority on it or the Mortgaged Property, or any portion thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property if whether or not the failure to pay any such tax, duty or impost might result in the creation of a lien upon any asset of the Company Mortgagor or the Mortgaged Property or any part thereof or upon the revenues, rents, issues, income and profits of the Mortgaged Property or in the diminution thereof, and whether or not any such tax, duty or impost is payable directly by the Company Mortgagor or is subject to withholding at the source and (ivd) all lawful claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might result in the creation of a lien on the Mortgaged Property or upon the revenues, rents, issues, income and profits of the Mortgaged Property and, in general, will do or cause to be done everything necessary so that the lien hereof shall be fully preserved, at the cost of the CompanyMortgagor, without expense to the Mortgagee (items (i) through (iv), inclusive, are collectively, the “Taxes”). (b) After prior written notice to the Mortgagee, the Company, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted . Nothing in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under any of the Operative Agreements, (ii) such proceeding this section 2.7 shall suspend the collection of the Taxes from the Company and from the Mortgaged Property or the Company shall have paid all of the Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which the Company is subject and shall not constitute a default thereunder, (iv) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (v) the Company shall have maintained adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless the Company has paid all of the Taxes under protest, or the Company shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by the Mortgagee to insure require the payment of any contested Taxes, together with all interest and penalties thereon. Nothing in sum which is required to be paid by the Mortgagor pursuant to this Section 2.16(b) shall prohibit the Tenant from contesting the payment of Taxes to the extent the Tenant is permitted to do so under the terms and conditions of the Lease, and the Company shall not be deemed in default of its obligations hereunder section 2.7 so long as Tenant is diligently contesting the payment Mortgagor shall in good faith contest its obligation so to do by appropriate proceedings which will prevent the forfeiture or sale of such Taxes in compliance any property of the Mortgagor or any material interference with the terms use or operation thereof by the Mortgagor, and shall set up a reserve, reasonably adequate, in the opinion of the LeasePresident or any Vice President of the Mortgagor against any such payment.